Powers of the Board of Directors
The Board of Directors is competent to resolve, as well as on matters reserved pursuant to law and By-Laws, also in relation to any resolution concerning the following matters, to be implemented by Pirelli and/or any other company which is subject to Pirelli’s management and coordination power (but excluding intercompany transactions), it being understood that such matters shall be subject to the approval of the Board of Directors of Pirelli, not only if the relevant threshold amount specified for each of such matters has been met, but also if any of the matters from (i) to (ix) are considered as a single act or series of coordinated acts (performed in the context of a common executive program or strategic project) exceeds the annual budget/business plan or (only with respect to items from (i) to (viii) below) is not included in or listed or covered in the annual budget/business plan:
| (i) |
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the receiving and granting of loans having a value exceeding Euro 200,000,000 and having a duration exceeding 12 months; |
| (ii) | the issuance of financial instruments to be listed on regulated European or non-European markets having a value exceeding Euro 100,000,000 and their delisting; |
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| (iii) | the issuance of guarantees in favour of third parties for amounts exceeding Euro 100,000,000.- For the sake of clarity the issuance of guarantees in the interest of third parties other than the Company, its subsidiaries and its joint ventures shall be subject, in any case, to the approval of the Board of Directors of Pirelli; |
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| (iv) | the entering into derivative agreements (a) having a notional value exceeding Euro 250,000,000, and (b) other than those which have as sole purpose and/or effect the hedging of corporate risks (e.g., hedging of interest rates, hedging of exchange rates, hedging of raw materials). For the sake of clarity, the entering into speculative derivative agreements shall be subject, in any case, to the approval of the Board of Directors of Pirelli; | |
| (v) | the acquisition or sale of control or connection shareholdings in other companies having a value exceeding Euro 40,000,000 which entail the entering (or exiting) geographic and/or commodities markets; | |
| (vi) | the acquisition or sale of shareholdings other than those described in point (v) above for amounts exceeding Euro 40,000,000; | |
| (vii) | the acquisition or sale of businesses or business divisions having a strategic importance or, however, a value exceeding Euro 40,000,000; | |
| (viii) | the acquisition or sale of assets or of other activities having a strategic importance or, however, a total value exceeding Euro 40,000,000; | |
| (ix) | the investment in fixed assets of a total value exceeding Euro 40,000,000; | |
| (x) | the entering into material transactions with related parties. For the purpose of this Annex, material transactions with related parties are those transactions with related parties which satisfy the conditions set out under annex 1 of the “Procedure for Related-Party Transactions” approved by Pirelli’s Bboard of Ddirectors on 3 November 2010, as amended from time to time; | |
| (xi) | the definition of Pirelli’s general policy on remuneration; | |
| (xii) | the determination, in compliance with Pirelli’s internal policies and the applicable laws, of the remuneration of managing directors and of those directors who are vested with special offices and, where required, the allocation among the members of the board of directors of the aggregate remuneration approved by the shareholders’ meeting; | |
| (xiii) | the approval of strategic, industrial and financial plans of Pirelli and its group; | |
| (xiv) | the adoption of the rules for the corporate governance of Pirelli and definition of the group's corporate governance guidelines; | |
| (xv) | the definition of the guidelines of the internal control system, including the appointment of a director responsible for supervising the internal control system, defining his tasks and powers; | |
| (xvi) | any other matter which should be vested with the competence of the Board of Directors of a listed company pursuant to the Corporate Governance Code, as amended from time to time. |