PIRELLI: BOARD NOMINATES MARCO TRONCHETTI PROVERA EXECUTIVE VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MEMBERS OF BOARD COMMITTEES AND SUPERVISORY BODIES NOMINATED
Milan, 22 June 2020 – The Board of Directors of Pirelli & C. SpA, nominated on June 18 and meeting today for the first time, nominated Marco Tronchetti Provera as Executive Vice Chairman and Chief Executive Officer (CEO) attributing to him the powers for the operational management of Pirelli. The Chairman Ning Gaoning was attributed the legal representation of the Company and other powers foreseen in the current bylaws, notwithstanding the powers and prerogatives of the Board of Directors.
The Board of Directors also established, on the basis of the available information and statements from the interested parties themselves, the existence of the requisites required of board members to hold the position and, in particular, of independence (both in accordance with legislative decree 58/1998 and the code of self-regulation for listed companies) with regard to the nine independent board members: Wei Yintao, Domenico De Sole, Fan Xiaohua, Marisa Pappalardo, Tao Haisu, Carlo Secchi, Giovanni Lo Storto, Paola Boromei and Roberto Diacetti.
In relation to the verifications carried out regarding the independence of its members, it should be noted that the Board of Directors took stock of the absence of significant relationships of a professional or financial nature, conducted over the last three years, between board members qualified as independent and the Company or companies controlled by Pirelli & C. SpA, other than roles held in the Company’s corporate bodies.
The Board of Directors is thus composed: Ning Gaoning (Chairman), Marco Tronchetti Provera (Executive Vice Chairman and Chief Executive Officer), Yang Xingqiang, Bai Xinping, Wei Yintao (independent), Domenico De Sole (independent), Giovanni Tronchetti Provera, Zhang Haitao, Fan Xiaohua (independent), Marisa Pappalardo (independent), Tao Haisu (independent), Carlo Secchi (independent), Giovanni Lo Storto (independent), Paola Boromei (independent) e Roberto Diacetti (independent).
Taking the new composition of the Board into account, the Board itself proceeded with the nomination of the members of the Board Committees – confirming all the prior Committees with their respective tasks of instruction, consultation and proposal. They are composed as follows:
- The Remuneration Committee is composed of Tao Haisu (Chairman), Bai Xinping, Paola Boromei, Fan Xiaohua and Carlo Secchi;
- The Control, Risks and Sustainability and Corporate Governance Committee is composed of Fan Xiaohua (Chairman), Roberto Diacetti, Giovanni Lo Storto, Marisa Pappalardo, Carlo Secchi and Zhang Haitao;
- The Nominations and Successions Committee is composed of Marco Tronchetti Provera (Chairman), Bai Xinping, Ning Gaoning and Giovanni Tronchetti Provera;
- The Strategy Committee is composed of Marco Tronchetti Provera (Chairman), Ning Gaoning, Bai Xinping, Domenico De Sole, Wei Yintao, Yang Xingqiang and Giovanni Lo Storto;
- Il Related Parties Committee is composed of Carlo Secchi (Chairman), Giovanni Lo Storto and Marisa Pappalardo.
The Board of Directors confirmed Francesco Tanzi, the group’s Chief Financial Officer, as the manager responsible for the preparation of the company’s accounting documents and nominated the supervisory body, which expired together with the Board that had nominated it, confirming, in continuity with the previous mandate, Carlo Secchi (Chairman), Antonella Carù, Maurizio Bonzi and Alberto Bastanzio.