The composition of the Board of Directors reflects the agreements of the Shareholders' Agreement, 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 initialization of the negotiations by the minorities, with the majorities required by the law without applying the list vote.
Following this integration, Pirelli's Board of Directors will therefore consist of 15 members as follows:
(i) 8 directors appointed by China National Tire & Rubber Corporaton 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 Corporaton 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 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 have been 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.
As of today, seven directors on fifteen 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 actual composition of the Board of Directors of Pirelli & C. S.p.A..
AMMINISTRATORI IN CARICA
|Nominativo||Carica||In carica dal||Esec.||Non esec.||Indip.|
|Ren Jianxin||Presidente||20 ottobre 2015||X|
|Marco Tronchetti Provera||Vice Presidente Esecutivo e CEO||07 maggio 2003||X|
|Yang Xingqiang||Consigliere||20 ottobre 2015||X|
|Bai Xinping||Consigliere||2 settembre 2015||X|
|Giorgio Luca Bruno||Consigliere||15 marzo 2016||X|
|Laura Cioli||Consigliere||1° agosto 2017||X|
|Domenico De Sole||Consigliere||1° agosto 2017||X|
|Zeev Goldberg||Consigliere||2 settembre 2015||X|
|Tao Haisu1||Consigliere||1° agosto 2017||X|
|Marisa Pappalardo||Consigliere||1° agosto 2017||X|
|Cristina Scocchia||Consigliere||1° agosto 2017||X|
|Giovanni Tronchetti Provera||Consigliere||1° agosto 2017||X|
|Fan Xiaohua||Consigliere||1° agosto 2017||X|
|Wei Yintao||Consigliere||1° agosto 2017||X|
Exec.: if ticked it indicates that the director can be qualified as an executive.
Non exec.: if ticked it indicates that the director can be qualified as non-executive.
Indep.: if ticked, indicates that the director may be qualified as independent according to the criteria established by the Self-Regulatory Code and in accordance with the independence requirements set forth in Article 148, paragraph 3 of the TUF (Article 144-decies of the Issuers Regulation).
1Tao Haisu has been Directors of Pirelli from 20 October 2015 untill 15 march 2016