During the year 2014, there were 8 meetings of the Board of Directors, with an average duration of about 1½ hours and with an attendance of over 85% of the Directors and of the independent directors around more than 90%.
The Lead Independent Director (until 12 June 2014 Prof. Carlo Secchi and from 10 July 2014 Dr. Luigi Roth), has participated in all meetings of the Board of Directors.
The Board of Directors has devoted to items on the agenda as much time as necessary to allow a constructive debate and encouraging contributions from individual directors.
Board performance evaluation
The Board of Directors has undertaken, as from 2006, a self-assessment of its own performance – the "Board performance evaluation".
Also for the year 2014, the Board - on a proposal of the Audit, Risk, Sustainability and Corporate Governance Committee and taking into account the positive experience of the previous year - has decided to confirm the self-assessment process on the basis of the approach already adopted in past. The self-assessment process took place with the support of a facilitator (Spencer Stuart), by direct interviews with individual Board members allowing those who could attend to fill in a questionnaire prepared by the Committee to be used as a guide for the interview. A final report on the process of self-evaluation was presented to the Board of Directors.
The self-assessment process has been focused on four main topics:
- Organisation and functioning of the Board of Directors;
- Organisation and functioning of the Committees;
- Composition and size of the Board of Directors;
- Participation and commitment of the Directors.
The Board of Directors confirmed its appreciation concerning the size, composition and function of the Board itself with reference to the 2014 financial year based on the outcome of the self-assessment process.
The Board of Directors of Pirelli, in the opinion of the Directors, works very effectively and acts with autonomy and authority in its corporate governance, internal control and risk management. The high, international level of professionalism and experience of the Directors is reflected in the effect of their regular participation in the meetings of the Board and Committees.
Their work is conducted under the authority of the President, the atmosphere of the Council is marked by cooperation and mutual respect; the new Directors are gradually integrating into our operating mechanisms, bringing their experience from other countries and other companies.
The current structure of the proxies is considered to be in line with the needs of the Pirelli Group.
The Board of Directors presents a mix of different and complementary skills. The arrival of the new directors has strengthened areas such as strategic vision, internationalism, analysis of the business and industrial issues.
The current size of the Board of Directors is considered adequate by the majority of the directors, as it allows proper debate, ensures the proper functioning of the Committees and allows a variety of professional experience.
The balance between executive, non-executive and independent directors is considered to be in line with the needs of the Pirelli Group.
Some suggestions have been made to further strengthen the role of the Council and the Directors’ capacity to participate in Board discussions such as the organisation of an increased number of informal meetings to deepen knowledge of the business of the Pirelli Group and create more cohesion between the Directors. It has also been recommended to expand the flow of information from management to the directors in the intervals between Board meetings.
Article 2390 of the Italian Civil Code.
The last paragraph of Article 10 of the Company Statutes provides that, until resolution to the contrary, the directors are not bound by the competition prohibition in Article 2390 of the Civil Code.