Governance Structure

The Company adopts the traditional system of administration and control. 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); (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.

In compliance with the Corporate Governance Code, the Board has established five internal committees to support the Board and a Related-Party Transactions Committee, with authorising duties of related party transactions. The Shareholders’ Meeting is responsible for adopting resolutions on the matters reserved to it by law or by the By-laws.

The legal audit of the accounts (for the period 2017-2025) is entrusted to PricewaterhouseCoopers 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 model adopted pursuant to Legislative Decree 231/2001.