Composition of the Board of Directors
The composition of the Board of Directors reflects the Renewal Shareholders Agreement executed on May 16, 2022 between China National Chemical Corporation, China National Tire & Rubber Corporation, Ltd., CNRC International Limited, Fourteen Sundew S.à r.l., Marco Polo International Italy S.r.l., Camfin S.p.A. and Marco Tronchetti Provera & C. S.p.A., came into force on May 19, 2023 and its effectiveness remained temporarily suspended for the period from 19 May 2023 to 16 June 2023, date of issuance of the Decree of the President of the Council of Ministers pursuant to the Golden Power Decree, pursuant to which the Pirelli’s Board of Directors is expected to be composed of up to 15 members, 8 of whom are independent.
In accordance with the Renewal Shareholders Agreement and the prescriptions of the Decree of the President of the Council of Ministers pursuant to the Golden Power Decree, the Pirelli's Board of Directors is therefore composed of 15 members of which:
(i) 8 directors appointed by China National Tire & Rubber Corporation Ltd., including Pirelli’s Chairman of the Bard of Directors;
(ii) 4 directors appointed by Camfin S.p.A., including the Chief Executive Officer;
(iii) 3 directors appointed by a group of Pirelli’s asset management companies and institutional investors.
The Board of Directors was appointed by the Shareholders’ Meeting on 23 July 2023 – which has defined the number of members at 15- and will remain in office until the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2025
The curricula vitae of each elected Director are published on the Company's website, where they are still available in their updated version.
The Board of Directors, on the basis of the information available and of the declarations made by the interested parties, confirmed the existence of the independence requirements for all the Directors that have declared themselves independent at the time of appointment.
Nine directors out of fifteen were qualified dindependent under the Legislative Decree 58/1998 (“TUF”) and pursuant to the principles of the Corporate Governance Code.
DIRECTORS CURRENTLY IN OFFICE
| NAME | POSITION | APPOINTMENT DATE | CESSATION DATE | EXEC.* | NON EXEC.** | INDEP.*** | LIST**** |
| Jiao Jian | Chairman | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | M | ||
| Marco Tronchetti Provera |
Executive Vice Chairman | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | M(1) | ||
| Andrea Casaluci | CEO | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | M(1) | ||
| Chen Aihua | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | M | ||
| Zhang Haitao | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | M | ||
| Chen Qian | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | M | ||
| Paola Boromei | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | X | m | |
| Alberto Bradanini | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | X | M | |
| Michele Carpinelli | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | X | M(1) | |
| Domenico De Sole | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | X | M(1) | |
| Roberto Diacetti | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | X | m | |
| Fan Xiaohua | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | X | M | |
| Giovanni Lo Storto | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | X | m | |
| Marisa Pappalardo | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | X | M | |
| Grace Tang | Director | 31 July 2023 | Shareholders’ Meeting for the approval of the financial statements at 31 December 2025 | X | X | M |
LEGEND
(*) Exec.: if crossed indicates that the director can be qualified as executive.
(**)Not exec.: if crossed indicates that the director can be qualified as non-executive.
(***)Indep.: if crossed indicates that the director can be qualified independent according to criteria established by the Corporate Governance Code and with the requirements established by art. 148, paragraph 3, of the Consolidated Financial Law-TUF (article 144-decies regulations issuer).
(****) In this column is indicated if the slate from which each Director was drawn is “majority” (indicating “M”) or “minority” (indicating “m”).
(1) Directors appointed by Camfin S.p.A., included in the list presented by Marco Polo International Italy s.r.l.