Table 1: Significant shareholdings
Below are the individuals who, as published by Consob to the date of publication of this report, have shares with voting rights in the Ordinary General Meeting in excess of 2% of the ordinary capital.
| Declaring party or subject at the top of the investment chain | Direct Shareholder | % on Voting Capital | % on Ordinary Capital | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name | Ownership | % | of which Without Vote | % | of which Without Vote | |||||
| % | Vote entitled to | % | Vote entitled to | |||||||
| Subject | % | Subject | % | |||||||
| HARBOR INTERNATIONAL FUND | HARBOR INTERNATIONAL FUND | Ownership | 4,544 | 0,000 | 4,544 | 0,000 | ||||
| Total | 4,544 | 0,000 | 4,544 | 0,000 | ||||||
| Total | 4,544 | 0,000 | 4,544 | 0,000 | ||||||
| EDIZIONE SRL | SCHEMATRENTAQUATTRO SPA | Ownership | 3,034 | 0,000 | 3,034 | 0,000 | ||||
| Total | 3,034 | 0,000 | 3,034 | 0,000 | ||||||
| EDIZIONE SRL | Ownership | 1,574 | 0,000 | 1,574 | 0,000 | |||||
| Total | 1,574 | 0,000 | 1,574 | 0,000 | ||||||
| Total | 4,608 | 0,000 | 4,608 | 0,000 | ||||||
| MALACALZA INVESTIMENTI SRL | MALACALZA INVESTIMENTI SRL | Ownership | 6,980 | 0,000 | 6,980 | 0,000 | ||||
| Total | 6,980 | 0,000 | 6,980 | 0,000 | ||||||
| Total | 6,980 | 0,000 | 6,980 | 0,000 | ||||||
| CAMFIN SPA | CAM 2012 SPA | Ownership | 5,850 | 0,000 | 5,850 | 0,000 | ||||
| Total | 5,850 | 0,000 | 5,850 | 0,000 | ||||||
| CAMFIN SPA | Ownership | 20,343 | 0,000 | 20,343 | 0,000 | |||||
| Total | 20,343 | 0,000 | 20,343 | 0,000 | ||||||
| Total | 26,193 | 0,000 | 26,193 | 0,000 | ||||||
| MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA* | MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA | Ownership | 3,954 | 0,000 | 3,954 | 0,000 | ||||
| Total | 3,954 | 0,000 | 3,954 | 0,000 | ||||||
| Total | 3,954 | 0,000 | 3,954 | 0,000 | ||||||
Note:
The data relating to shareholders who, directly or indirectly, hold ordinary shares representing more than 2% of the share capital with voting rights in ordinary meetings of the Company, are taken from Consob's website. In this regard, it is useful to note that the information published by Consob on its website by virtue of the communications made by the parties bound by the obligations of Article 120 of the TUF and the Issuers Regulation, could be different from the real situation, because the obligations to communicate changes in the percentages of holdings arise not from a simple variation of this percentage but only when the holdings exceed or fall below predetermined thresholds (2%, 5%, and subsequent multiples of 5% up to a 30% threshold and, beyond this threshold, 50%, 66.6%, 90% and 95%). It follows, for example, that a shareholder (I.E. declarant) who declared ownership of 2.6% of the share capital with voting rights will increase their stake up to 4.9% without thereby coming under any obligation to notify Consob under Article 120 of the TUF.
* Please note that Mediobanca S.p.A. attended the 2013 Budget Meeting holding 4.61% of the ordinary share capital.
With this participation they are listed in the register of shareholders of the Company.
Table 2: Composition of the Board of Directors
The following is the composition of the Board of Directors at the date of the Report.
| Name | Office | Appointed from | List | Exec. | Non exec. | Indep. | Indep. TUF | % Board | Date of initial appointment in Pirelli & C. S.p.A. | Year of birth |
|---|---|---|---|---|---|---|---|---|---|---|
| Marco Tronchetti Provera | President and CEO | 12/06/2014 | Maj. | X | 100% | 07/05/2003 | 1948 | |||
| Alberto Pirelli | Vice President | 12/06/2014 | Maj. | X | 88% | 07/05/2003 | 1954 | |||
| Anna Maria Artoni | Adviser | 12/06/2014 | Maj. | X | X | X | 100% | 21/04/2011 | 1967 | |
| Didier Casimiro * | Adviser | 10/07/2014 | - | X | 100% | 10/07/2014 | 1966 | |||
| Paolo Fiorentino | Adviser | 12/06/2014 | Maj. | X | 50% | 21/10/2013 | 1956 | |||
| Andrey Kostin * | Adviser | 10/07/2014 | - | X | X | X | 50% | 10/07/2014 | 1956 | |
| Ivan Glasenberg * | Adviser | 10/07/2014 | - | X | X | X | 100% | 10/07/2014 | 1957 | |
| Petr Lazarev * | Adviser | 10/07/2014 | - | X | 100% | 10/07/2014 | 1967 | |||
| Elisabetta Magistretti | Adviser | 12/06/2014 | Min. | X | X | X | 100% | 21/04/2011 | 1947 | |
| Gaetano Micciché | Adviser | 12/06/2014 | Maj. | X | 50% | 05/11/2013 | 1950 | |||
| Paolo Pietrogrande | Adviser | 12/06/2014 | Min. | X | X | X | 100% | 12/06/2014 | 1957 | |
| Luigi Roth | LID | 12/06/2014 | Maj. | X | X | X | 100% | 23/04/2007 | 1940 | |
| Igor Sechin * | Adviser | 10/07/2014 | - | X | 50% | 10/07/2014 | 1960 | |||
| Manuela Soffientini | Adviser | 12/06/2014 | Min. | X | X | X | 100% | 01/03/2012 | 1959 | |
| Igor Soglaev * | Adviser | 10/07/2014 | - | X | 100% | 10/07/2014 | 1969 |
Number of meetings of the Board of Directors during the year 2014: 8 (of which there were 4 before the Board elections on 12 June 2014) - Average length of meetings - about 1½ hours
* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014.
Legend
List: Maj/Min according to whether the director was elected from the list voted by the majority or the minority
Exec.: if ticked indicates that the director qualifies as executive
Non exec.: if ticked indicates that the director qualifies as non-executive
Indep.: if checked indicates that the director can be considered independent according to the criteria established by the Self-Regulation Code.
Indep. TUF: if ticked indicates that the director satisfies the independence requirements established by Article 148, Paragraph 3 of the TUF
% BoD: indicates the attendance of directors, in percentage terms, at meetings of the Council. (The percentage is calculated taking into account the number of attendances compared to the number of meetings held during the term of office of the person concerned).
The following Directors who have ceased to hold office during the year:
| Name | Office | In office from/to | List | Exec. | Non exec. | Indep. | Indep. TUF | % Board |
|---|---|---|---|---|---|---|---|---|
| Carlo Acutis | Adviser | From 21/04/2011 to 12/06/2014 | Maj. | X | 75% | |||
| Piero Alonzo | Adviser | from 12/06/2014 to 10/07/2014 | Maj. | X | X | X | 100% | |
| Gilberto Benetton | Adviser | From 21/04/2011 to 12/06/2014 | Maj. | X | 75% | |||
| Alberto Bombassei | Adviser | From 21/04/2011 to 12/06/2014 | Maj. | X | X | X | 25% | |
| Franco Bruni | Adviser | From 21/04/2011 to 12/06/2014 | Min. | X | X | X | 100% | |
| Riccardo Bruno | Adviser | from 12/06/2014 to 10/07/2014 | Maj. | X | 100% | |||
| Luigi Campiglio | Adviser | From 21/04/2011 to 12/06/2014 | Maj. | X | X | X | 100% | |
| Jean Paul Fitoussi * | Adviser | From 10/05/2013 to 12/06/2014 | - | X | X | X | 75% | |
| Luciano Gobbi | Adviser | From 12/06/2014 to 10/07/2014 | Maj. | X | X | X | 100% | |
| Pietro Guindani | Adviser | From 21/04/2011 to 12/06/2014 | Min. | X | X | X | 75% | |
| Massimo Moratti | Adviser | From 21/04/2011 to 12/06/2014 | Maj. | X | 75% | |||
| Emiliano Nitti | Adviser | From 12/06/2014 to 10/07/2014 | Maj. | X | X | X | 100% | |
| Renato Pagliaro | Adviser | From 21/04/2011 to 12/06/2014 | Maj. | X | 100% | |||
| Enrico Parazzini | Adviser | from 12/06/2014 to 10/07/2014 | Maj. | X | 100% | |||
| Luca Rovati * | Adviser | from 10/05/2013 to 12/06/2014 | - | X | 75% | |||
| Carlo Secchi | Director - LID | from 10/05/2013 to 12/06/2014 | Maj. | X | X | X | 100% | |
| Claudio Sposito | Adviser | From 21/10/2013 to 12/06/2014 | Maj. | X | 0% |
* Director appointed from outside a voting list by General Meeting on 10.05.2013, to replace a director who had left the Board.
Table 3: Composition of the Board Committees
The following is the composition of the Committees formed from within the Board of Directors at the date of the Report
Audit, Risk, Sustainability and Corporate Governance Committee
| Name | Office | Appointed to the Committee from | List | Exec. | Non exec. | Indep. | % Committee |
|---|---|---|---|---|---|---|---|
| Anna Maria Artoni | President | 10/07/2014 | Maj. | X | X | 100% | |
| Andrey Kostin * | Member | 10/07/2014 | - | X | X | 25% | |
| Elisabetta Magistretti | Member | 10/07/2014 | Min. | X | X | 100% |
Number of meetings of the Committee during the year 2014: 9 (of which there were 5 before the Committee changed on 10 July 2014) - Average length of meetings about 2 hours
* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014.
| Name | Office | Appointed to the Committee from | List | Exec. | Non exec. | Indep. | % Committee |
|---|---|---|---|---|---|---|---|
| Luigi Roth | President | 10/07/2014 | Maj. | X | X | 100% | |
| Ivan Glasenberg * | Member | 10/07/2014 | - | X | X | 100% | |
| Manuela Soffientini | Member | 10/07/2014 | Min. | X | X | 100% |
Number of meetings of the Committee during the year 2014: 5 (of which there were 3 before the Committee changed on 10 July 2014) - Average length of meetings about 1 hours
* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014.
| Name | Office | Appointed to the Committee from | List | Exec. | Non exec. | Indep. | % Committee |
|---|---|---|---|---|---|---|---|
| Marco Tronchetti Provera | President | 10/07/2014 | Maj. | X | - | ||
| Didier Casimiro * | Member | 10/07/2014 | - | X | - | ||
| Andrey Kostin * | Member | 10/07/2014 | - | X | X | - | |
| Paolo Fiorentino | Member | 10/07/2014 | Maj. | X | - | ||
| Luigi Roth | Member | 10/07/2014 | Maj. | X | X | - | |
| Igor Sechin * | Member | 10/07/2014 | - | X | - | ||
| Manuela Soffientini | Member | 10/07/2014 | Min | X | X | - |
There were no meetings of the Strategy Committee in the year 2014
* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014
| Name | Office | Appointed to the Committee from | List | Exec. | Non exec. | Indep. | % Committee |
|---|---|---|---|---|---|---|---|
| Marco Tronchetti Provera | President | 21/04/2011 | Maj. | X | - | ||
| Anna Maria Artoni | Member | 10/07/2014 | Maj. | X | X | - | |
| Didier Casimiro * | Member | 10/07/2014 | - | X | - | ||
| Paolo Pietrogrande | Member | 10/07/2014 | Min. | X | X | - |
There were no meetings of the Appointments and Successions Committee in the year 2014
* Director appointed under Article 2386 of the Commercial Code on 10/07/2014. Mandate expires with the Annual General Meeting of 2014
| Name | Office | In office from/to | R.C. | ARSCGC | STR.C. | APPOINT. AND SUCC. C. |
% Committee |
|---|---|---|---|---|---|---|---|
| Carlo Secchi | President of the Audit, Risk, Sustainability and Corporate Governance Committee - Member of the Strategy Committee | From 21/04/2011 to 12/06/2014 | X | X | 100% Audit, Risk, Sustainability and Corporate Governance Committee | ||
| Franco Bruni | Member | From 21/04/2011 to 12/06/2014 | X | X | 100% Audit, Risk, Sustainability and Corporate Governance Committee | ||
| Luigi Roth | Member | From 21/04/2011 to 12/06/2014 | X | X | 100% | ||
| Audit, Risk, Sustainability and Corporate Governance Committee | |||||||
| Anna Maria Artoni | Member | From 21/04/2011 to 12/06/2014 | X | 100% Remuneration Committee | |||
| Luigi Campiglio | Member |
Appointments and Successions Committee: From 21/04/2011 to 12/06/2014 Remuneration Committee: |
X | X | 100% Remuneration Committee | ||
| Pietro Guindani | Member | From 21/04/2011 to 12/06/2014 | X | 67% Remuneration Committee | |||
| Alberto Bombassei | Member | From 26/07/2012 to 12/06/2014 | X | - | |||
| Renato Pagliaro | Member | From 21/04/2011 to 12/06/2014 | X | - | |||
| Claudio Sposito | Member | From 21/10/2013 to 12/06/2014 | X | - | |||
| Gaetano Micciché | Member | From 05/11/2013 to 12/06/2014 | X | - |
There were no meetings of the Appointments and Successions Committee and the Strategy Committee during the year 2014
| Name | Office | Appointed from | List | Indep. Self-Regulation Code | % Board | % S.C. | % ARSCGC | % S.C. | % R.C. | % Appointments |
|---|---|---|---|---|---|---|---|---|---|---|
| Francesco Fallacara | President | 10/05/2012 | Min. | X | 100% | 100% | 100% | - | 100% | - |
| Antonella Caru | Auditor | 10/05/2012 | Maj. | X | 100% | 100% | 100% | - | 100% | - |
| Umile Sebastiano Iacovino * | Auditor | 12/06/2014 | Maj. | X | 100% | 100% | 100% | - | 100% | - |
| Andrea Lorenzatti | Alternate Auditor | 10/05/2012 | Min. | - | - | - | - | - | - | - |
* the auditor Umile Sebastiano Iacovino, held the post of Alternate Auditor until 12 June 2014 when he succeeded Prof. Enrico Laghi as Permanent Auditor
Office: indicates whether chairman, auditor, alternate auditor.
List: Maj/min depending on whether the auditor was elected from a majority or minority voting list (Article. 144 decies of the Issuer Regulations)
Indep.: if ticked indicates that the auditor can be considered independent according to the criteria established by the Code; it is specified at the foot of the table if these criteria have been supplemented or amended
% part. CS: indicates the attendance of the auditor, in percentage terms, at meetings of the Board of Auditors.
% part. Board of Directors: shows the attendance of the auditor, in percentage terms, at meetings of the Board of Directors.
% part. Audit, Risk, Sustainability and Corporate Governance Committee: shows the attendance of the auditor, in percentage terms, at meetings of the Audit, Risk, Sustainability and Corporate Governance Committee
% C. Appointments: shows the attendance of the auditor, in percentage terms, at meetings of the Appointments and Successions Committee.
% RC: shows the attendance of the auditor, in percentage terms, at meetings of the Remuneration Committee.
The Chairman of the Board of Auditors is invited to attend the Appointments and Successions Committee, and may also be invited to the Strategy Committee. In this regard it is noted that the Chairman of the Board of Auditors did attend all the meetings of the Strategy Committee to which he was invited. In 2014 there were no meetings of the Appointments and Successions Committee or the Strategy Committee.
| Name | Office | In office from/to | List | Indep. Self-Regulation Code | % Board | % Board of Auditors | % ARSCGC | % S.C. | % R.C. | % Appointments |
|---|---|---|---|---|---|---|---|---|---|---|
| Enrico Laghi | Auditor | From 10/05/2012 to 12/06/2014 | Maj. | X | 50% | 67% | 40% | - | 33% | - |
Legend
See the legend of the tables above.
| Marco Tronchetti Provera | Coinv S.p.A. | Chairman |
| Gruppo Partecipazioni Industriali S.p.A. | Chairman | |
| Marco Tronchetti Provera & C. S.p.A. | Chairman | |
| Nuove Partecipazioni S.p.A. | Chairman | |
| Mediobanca S.p.A. | Deputy Chairman | |
| MGPM società semplice | General Partner and Director | |
| Eurostazioni S.p.A. | Director | |
| Alberto Pirelli | FIN. AP di Alberto Pirelli & C. Sapa | General Partner |
| Intek Group S.p.A. | Director | |
| Nuove Partecipazioni S.p.A. | Director | |
| Anna Maria Artoni | Artoni Group S.p.A. | Sole Director |
| Artoni Trasporti S.p.A. | CEO | |
| CDA Linkiesta | Director | |
| Didier Casimiro | ATK | Chairman |
| TZS | Chairman | |
| RN-TSIR | Director | |
| TNK-BP Limited | Director | |
| TNK Trade Limited | Director | |
| TNK Trading International S.A. | Director | |
| Krasnoleninsk Refinery | Director | |
| RN-Trade | Director | |
| RN-Sheremetyevo | Director | |
| Rosneft | Member of the Management Board | |
| Paolo Fiorentino | Unicredit Business Integrated Solutions Scpa | Chairman |
| Officinae Verdi S.p.A. | Chairman | |
| Unicredit Credit Management Bank S.p.A. | Director and member of the Executive Committee | |
| Unicredit Bank Austria AG | Deputy Chairman | |
| Ivan Glasenberg | Glencore | CEO |
| United Company Rusal plc | Director | |
| Andrey Kostin | VTB Bank | Chairman of Management Board and member of the Supervisory Council |
| VTB 24 | Chairman of the Supervisory Council | |
| VTB Bank Ukraine | Chairman of the Supervisory Council | |
| Bank of Moscow | Chairman | |
| VTB Capital | Director | |
| Petr Lazarev | International Bank of Reconstruction and Development | Chairman of the Supervisory Board |
| LLC Neftepromleasing | Chairman of the Supervisory Board | |
| LLC RN-Trade | Deputy Chairman | |
| TNK-BP Limited | Director | |
| TNK-BP International Limited | Director | |
| TNK Industrial Holdings Limited | Director | |
| TNK SH Investments Limited | Director | |
| TNK-BP Finance SA | Director | |
| TOC Investments Corporation | Director | |
| Taihu Limited | Director | |
| Rosneft | Member of the Management Board | |
| Elisabetta Magistretti | Mediobanca S.p.A. | Director |
| Luxottica Group S.p.A. | Director | |
| Gaetano Micciché | Intesa Sanpaolo S.p.A. | Director |
| Banca IMI S.p.A. | CEO | |
| Prada S.p.A. | Director | |
| Paolo Pietrogrande | Netplan Management Consulting LLC | CEO |
| Tobin Consulting Engineering | Member Advisory Board | |
| Luigi Roth | Alba Leasing S.p.A. | Chairman |
| ASTM | Director | |
| Eurovita Assicurazioni S.p.A. | Director | |
| Igor Sechin | Rosneft | Chairman, Deputy Chairman and Chairman of Management Board |
| Rosneftgaz | Chairman | |
| National Oil Consortium and United R&D Center | Chairman | |
| United R&D Center (RN-CIR) | Chairman | |
| CSKA PHC | Chairman of the Supervisory Bpard | |
| RN Management | Chairman | |
| TNK-BP Limited | Director | |
| Manuela Soffientini | Electrolux Appliances S.p.A. | Chairman and CEO |
| Igor Soglaev | - | - |