Board committees

The Committees set up within the Board have fact-finding, proposing and/or advisory duties in relation to issues which particularly require in-depth examination so that there can be an effective and informed airing of opinions on these issues.

In continuity with the previous term, on 10 July 2014, the Board of Directors confirmed the establishment of four committees: the Audit, Risk, Sustainability and Corporate Governance Committee; the Remuneration Committee; the Appointments and Successions Committee and the Strategy Committee.

The Board formally defines the tasks and powers of each committee at the time it is established, in a written charter published on the Pirelli website and in this Report.

The composition of the Board Committees is given on the Pirelli website and in the tables in the bottom of the report to each committee also reported that the number of meetings held during the year 2014 and their average duration.

Operation of the Board Committees

The Board Committees are appointed by the Board of Directors (which also appoints their chairmen) and they remains in office for a full term of the Board of Directors. The Committee appoints the Secretary of the Committee and/or the individual meetings.

The Committee meets whenever its Chairman deems appropriate, or if a request is made by at least one member, the Chairman of the Board of Directors or, if appointed, the CEO may convene it, and at a frequency appropriate to the proper performance of their duties.

Committee meetings are convened by notice sent by the Secretary of the Committee on orders from the Chairman of the Committee.

The documentation and information available (and in any case, those necessary) are sent to all members of the Committee sufficiently in advance of the meeting for them to reply appropriately.

For meetings of the Committee to be valid they require the presence of a majority of the members then in office and decisions must be made by a majority of the members present. Committee meetings may also be held by means of telecommunication, and are regularly reported by the Secretary of the Committee and transcribed into a minute book.

The Committees - which in the course of their work may engage external consultants - have spending autonomy for the performance of their duties and the right to access the information and corporate functions relevant to the performance of its tasks, using their Secretary for this purpose.

The entire Board of Auditors may participate in the activities of the Audit, Risk, Sustainability and Corporate Governance Committee and Remuneration Committee.

The Chairman of the Board is invited to attend meetings of the Appointments and Successions Committee and of the Strategy Committee.