Remuneration of the Directors of Pirelli & C.

Within the Board of Directors, it is possible to distinguish between:

  • Directors vested with special roles, who may also be assigned specific responsibilities;
  • Directors not vested with special roles.

The granting of powers to Directors, for unique, urgent situations, does not, in itself, qualify them as Directors who are assigned specific responsibilities.

The Pirelli Shareholders’ Meeting of 12 June 2014, when appointing the Board of Directors, defined total compensation -ex art. 2389 paragraph 1 c.c. - for remuneration of Directors, granting the Board Of Directors competence to determine its allocation. In particular, the Shareholders' Meeting approved a total gross annual compensation of 1.5 million Euro subsequently allocated as follows by the Board of Directors:

 

BodyRoleGross annual compensation
Board of Directors Director 50 thousand Euro
Audit, Risk, Sustainability and Corporate Governance Committee  Chairman 40 thousand Euro
Component 30 thousand Euro
Remuneration Committee  Chairman 25 thousand Euro
Component 20 thousand Euro
Strategies Committee  Chairman (M. Tronchetti Provera) No compensation
Component 25 thousand Euro
Appointments and Successions Committee  Chairman (M. Tronchetti Provera) No compensation
Components 20 thousand Euro
Supervisory Board  Chairman 40 thousand Euro
Components 25 thousand Euro

In line with best practices, for the Directors not vested with special roles (as defined above) there is no variable component of compensation.

Directors were also entitled to reimbursement of expenses incurred in performing their role.

Also in line with best practices, there is an insurance policy with the name of D&O (Directors & Officers) Liability for civil liability with regard to corporate third party, of General Managers, Executives with strategic responsibility, Senior Managers and Executives in the performance of their functions, designed to indemnify Pirelli from charges arising from related compensation, resulting from provisions established in the applicable national collective employment contract and from rules of mandate, excluding cases of fraud and extreme negligence.

For Directors not vested with special roles, there is no insurance cover, whether for social security or for pensions, other than that which is obligatory.