The composition of the Board of Directors reflects the shareholders' agreement entered into on 28 July 2017 by and among ChemChina, CNRC, Silk Road, SPV HK 1, HK 2, SPV lux, Camfin, LTI e MTP&c, according to which Pirelli's Board of Directors is expected to initially include 14 members, 7 of which are independent, and that is integrated with a further independent director, to be nominated at the first shareholders' meeting of Pirelli after the starting of the negotiations of the shares on the Stock Market (“MTA”) organized and managed by Borsa Italiana S.p.A. (4 October 2017) by the minorities, without applying the list vote. This appointment occured on May 15 2018 without the vote of the majority shareholder.
Therefore, following this integration, Pirelli's Board of Directors consists of 15 members as follows:
(i) 8 directors appointed by China National Tire & Rubber Corporation Ltd., including Pirelli’ chairman, 4 of whom independent and two of female gender.
(ii) 4 directors appointed by Marco Tronchetti Provera & C. S.p.A., including Dr. Marco Tronchetti Provera, as Vice Chairman and Managing Director of Pirelli's Board of Directors, one of whom is independent and female, selected among professionals with a solid background in the management of industrial companies and / or professional experience in the industry, and
(iii) 2 directors, both independent and one female, jointly nominated by China National Tire & Rubber Corporation Ltd. and Marco Tronchetti Provera & C. S.p.A., also taking into account the indications of the Global Offer Coordinators nominated in the context of the IPO;
(iv) 1 minority independent
The Board currently in office was appointed effective from 31 August 2017 by the Shareholders' Meeting on August 1, 2017, which determined the number of members in 14, and fixed the duration of the mandate in three years (until the Shareholders' Meeting that will be called for the approval of the Company's financial statements as of 31 December 2019) and decided to integrate the board with a further independent director during the first shareholders' meeting after the commencing of the trading of the shares. This appointment occured on May 15 2018 without the vote of the majority shareholder.
On August 7th 2018 Mr. Ning Gaoning has been coopted by the Board of Directors after the resignation of Mr. Ren Janxin announced last July 30th. Mr. Ning Gaoning office will expire with the next Shareholders’ Meeting.
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.
Eight directors out of fourteen were qualified independent under the Legislative Decree 58/1998 (“TUF”) and pursuant to the principles of the Self-Regulatory Code of Borsa Italiana S.p.A ..*
Following the current composition of the Board of Directors of Pirelli & C. S.p.A..
DIRECTORS CURRENTLY IN OFFICE
|Name||Position||First appointment||Exec.||Non exec.||Indip.||List|
|Ning Gaoning||Chairman||7 August 2018||X||Maj|
|Marco Tronchetti Provera1||Executive Vice Chairman and Chief Executive Officer||7 May 2003||X||Maj|
|Yang Xingqiang||Director||20 October 2015||X||Maj|
|Bai Xinping||Director||2 September 2015||X||Maj|
|Giorgio Luca Bruno||Director||15 March 2016||X||Maj|
|Laura Cioli||Director||1 August 2017||X||X||Maj|
|Domenico De Sole||Director||1 August 2017||X||X||Maj|
|Zeev Goldberg||Director||2 September 2015||X||Maj|
|Tao Haisu2||Director||1 August 2017||X||X||Maj|
|Marisa Pappalardo||Director||1 August 2017||X||X||Maj|
|Cristina Scocchia||Director||1 August 2017||X||X||Maj|
|Giovanni Tronchetti Provera||Director||1 August 2017||X||Maj|
|Fan Xiaohua||Director||1 August 2017||X||X||Maj|
|Wei Yintao||Director||1 August 2017||X||X||Maj|
|Giovanni Lo Storto||Director||15 May 2018||X||X||Min|
2 Tao Haisu has been Director of Pirelli from 20 October 2015 until 15 March 2016
Exec.: if crossed indicates that the director can be qualified as executive.
Non exec.: if crossed indicates that the director can be qualified as non-executive.
Indip.: if crossed indicates that the director can be qualified independent according to criteria established by the Self Regulatory Code and with the requirements established by art. 148, paragraph 3, of te Consolidated Financial Law-TUF (article 144-decies regulations issuer).