Remuneration committee

At the date of this Report, the Committee is composed of three independent members on the basis of the most stringent recommendations of the Self-Regulation Code: L. Roth (Chairman), I. Glasenberg and M. Soffientini. The Committee Chairman Luigi Roth has adequate experience in financial matters and remuneration; this was assessed by the Board of Directors at the time of his appointment. The Secretary of the Board, Anna Chiara Svelto, acts as Secretary.

The Committee has a consulting, advisory and oversight function to ensure the establishment and enforcement within the Group of remuneration policies aimed, firstly, to attract, motivate and retain the human resources with the professional skills necessary to successfully pursue the objectives of the Group and who, on the other hand, are able to align the interests of management with those of shareholders. In particular, the Committee:

  • assists the Board in the definition of the General Remuneration Policy of the Group;
  • periodically assesses the adequacy, overall consistency and concrete application of the Remuneration Policy;
  • for Directors vested with special powers and for General Managers, it makes proposals to the Council
    • concerning their remuneration, in line with the General Policy on Remuneration;
    • for the setting of performance objectives related to the variable components of the remuneration;
    • defining possible non-competition agreements;
    • for the definition of any arrangements for the closure of the relationship on the basis of the principles established in the General Remuneration Policy.
  • with reference to the key management personnel, it checks the consistency of their remuneration with the General Remuneration Policy and expresses opinions thereon under the procedure for Transactions with Related Parties;
  • supports the Board of Directors in examining proposals to be submitted to the Shareholders' Meeting concerning the adoption of stock option plans based on financial instruments;
  • monitors the implementation of decisions taken by the Board and verifies, in particular, the actual achievement of performance targets set;
  • considers and submits to the Board of Directors the Annual Report on Remuneration which specifies members of the Board and control organs and the General Managers and mentions the Key Managers generically:
    • provides an adequate breakdown of each item comprising the remuneration;
    • illustrates in detail the pay offered by the Company and by its subsidiaries during the reference financial year, for whatever reason and in whatever form.

The Board of Directors has assigned to the Remuneration Committee the powers of the Committee for Transactions with Related Parties required by Consob regulations for matters relating to the remuneration of directors and managers with strategic responsibilities. Pirelli has established a Remuneration Policy, submitting it to the advisory vote of the shareholders. The Remuneration Report for the Year 2015 (composed of a Policy Statement for the Year 2015 and 2014) will be made available on the Pirelli website at the latest 21 days prior to the 2014 Budget Meeting.