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.
SUCCESSION PLANS*
The Appointments and Succession Committee has met twice from the date it was set up and has examined the Company’s processes relating to the identification, management and development of the so-called “talents” which assure the Group has a “natural” internal growth potential, over time, thereby ensuring a constant generational change.
The Committee also examined the main initiatives to develop the management’s skills and expertise and the process to define the socalled “succession tables”.
The Committee was able to verify the structure and implementation status of the systems which allow the Company (i) to monitor the key resources within the Company and to verify the existence of any persons in-house who are capable of assuming roles of greater responsibility or (ii) to define the qualifications required to fill these roles in the event of recruiting from outside the Company in the case of “emergency” changes.
In the early months of 2012 the Appointments and Succession Committee appointed a specialised company to support Pirelli in the Governance of the succession plans for top and senior management; the company appointed forms part of a global network.
In particular, during 2012, with the support of the appointed consultancy firm, Pirelli intends to identify the key functions/areas to develop the business further and to verify the potential for internal growth and then, in a subsequent phase, to monitor the market of Senior Executives with special talents, on an international level, in order to identify profiles of potential interest for the Group.
It is important to remember that the Organisation and People Review Management Committee was also set up during 2011.
*The information included in this section is also provided in compliance with the Consob recommendation contained in Communication DEM/11012984 dated February 24, 2011.
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