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 it should be 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.
Therefore, following this integration, Pirelli's Board of Directors will consist 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 director to be appointed at the first shareholders meeting with effectiveness from the date of the commencing of the trading of the shares.
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 that the Board should be integrated with a further independent director to be appointed at the first Shareholders' Meeting of Pirelli after the date of the commencing of the trading of the shares.
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.
Sven 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.|
|Ren Jianxin||Chairman||20 October 2015||X|
|Marco Tronchetti Provera1||Vice Executive Chairman and CEO||7 May 2003||X|
|Yang Xingqiang||Director||20 October 2015||X|
|Bai Xinping||Director||2 September 2015||X|
|Giorgio Luca Bruno||Director||15 March 2016||X|
|Laura Cioli||Director||1 August 2017||X|
|Domenico De Sole||Director||1 August 2017||X|
|Zeev Goldberg||Director||2 September 2015||X|
|Tao Haisu2||Director||1 August 2017||X|
|Marisa Pappalardo||Director||1 August 2017||X|
|Cristina Scocchia||Director||1 August 2017||X|
|Giovanni Tronchetti Provera||Director||1 August 2017||X|
|Fan Xiaohua||Director||1 August 2017||X|
|Wei Yintao||Director||1 August 2017||X|
*Information taken from the Corporate Governance Report included in the Annual Financial Report as of December 31, 2017
2 Tao Haisu has been Director of Pirelli from 20 October 2015 until 15 March 2016