Governance Structure

Pirelli's Corporate Governance system is based on the following: (i) the Board of Directors (composed of 15 members); (ii) the central role of the Independent Directors (who represent the majority of the BoD), coordinated by a lead independent director; (iii) an effective internal control system; (iv) a pro-active risk management system; (v) a remuneration system, in general, and an incentive system, in particular, for Managers associated with medium and long-term economic and sustainability targets in order to align the management's interests with the shareholders' interests, by pursuing the priority objective of creating sustainable value in the medium/long-term; (vi) solid principles of conduct to execute transactions with related parties. Pirelli is aware that an efficient corporate governance system, aligned with the international best practice, represents one of the essential elements for achieving sustainable value creation objectives.

The Shareholders’ Meeting is responsible for adopting resolutions on the matters reserved to it by law or by the Bylaws.

The legal audit of the accounts (for the nine-year period 2026-2034) is entrusted to KPMG S.p.A., the registered auditing firm appointed by the Shareholders’ Meeting, following a reasoned recommendation presented by the Board of Statutory Auditors.

The governance structure is completed by the Board of Statutory Auditors (composed by five effective members and three alternate members) with functions of supervision on the administration and compliance of the Company activities with the law and the Bylaws and by the Supervisory Body responsible for monitoring the functioning and observance of the organizational, management and control model adopted pursuant to Legislative Decree 231/2001.

The Board of Directors also instituted the International Advisory Board (“IAB”) with the aim of providing analyses, orientation and monitoring activities regarding the evolution of geopolitics, the economy, technologies, markets, supply chains, regulation and societal factors liable to influence the Groups’ strategy, competitiveness, resilience and sustainable value creation in the medium-to-long term. The IAB will refer to the Board at least twice a year with a “Geopolitical & Strategic Outlook Report”. It does not have management or control functions or decision-making powers but will formulate non-binding analysis and opinions for the Board of Directors, relevant Committees and the Group’s top management.