Chairman and CEO
The Board of Directors appoints its Chairman, in accordance with the Company Statutes when the Shareholders' Meeting has not already done so the Board, at its meeting on 12 June 2014, named Marco Tronchetti Provera Chairman and CEO, with the following responsibilities:
- relations with shareholders and the information provided to them;
- defining the strategies for the general policy and development policy of the Company and the Group, as well as the extraordinary transactions submitted to the Board of Directors;
- proposals to appoint General Managers and for their remuneration, after consulting the Remuneration Committee;
- all forms of communications to the market.
The Chairman ensures that the documentation relating to items on the agenda is made known to the directors and auditors appropriately in advance to enable the Directors to express their opinion on the matters under consideration.
The Chairman and CEO is conferred with full powers – to be exercised with a single signature – necessary to perform whatever concerns the Company’s business, without exceptions.
The Board of Directors has identified transactions outside the Group as beyond the limits on the management powers conferred on the Chairman and Chief Executive Officer. These limits have been qualified as internal and regarding the relationship between the delegating body and the person delegated.
In particular, the Chairman and Chief Executive Officer may exercise the power to issue guarantees and collateral within the following limits: (I) a single signature for obligations of the Company and/or its subsidiaries, where the amount does not exceed 25 million euros or for third parties in respect of obligations concerning an amount not exceeding 10 million euros; (ii) with the joint signature of a General Manager (or Manager with strategic responsibilities provided with identical power) equivalent to those referred to in paragraph i) against bonds whose unit amounts are higher than those indicated above.
For internal purposes, it also falls to the Board of Directors to approve operations and transactions – outside the Group - when made by the Company or by companies, unlisted and foreign, subject to the management and coordination of Pirelli & C. as per 4.3.1 above: "Functions of the Board of Directors".
General Managers and Key Managers
The Pirelli General Managers are the General Manager for Technology, Maurizio Boiocchi and the General Manager for Operations, Gregorio Borgo.
The key managers with strategic responsibilities are: Chief Financial Officer Francesco Tanzi, Chief Planning and Controlling Officer Maurizio Sala, the Chief Human Resources Officer Christian Vasino and Chief Manufacturing Officer Giuliano Menassi.
Powers pertaining to their specific assigned functions have been allocated to the aforementioned General Managers and Key Managers; more limited powers, within their specific areas of competence, are granted to other senior managers and managers.
Information to the Board
The Board of Directors and Statutory Auditors are kept informed of the work performed, at least quarterly, on general operating performance, on the outlook and on operations with the most impact on the strategy, finances and capital of the Company or its subsidiaries and on its organisation, administration and accounting, with particular reference to the system of internal control and risk management.
The Company has developed a special procedure for the orderly organisation of the flow of information. The procedure has been in place since July 2002 and defines in detail the rules to be followed in order to comply with the information reporting obligations.
The updated version of the Procedure on information flows to Directors and Auditors is posted on the Pirelli website.