The composition of the Board of Directors reflects the Renewal Shareholders Agreement executed on May 16, 2022, between China National Chemical Corporation, China National Tire & Rubber Corporation, Ltd., CNRC International Limited, Fourteen Sundew S.à r.l., Marco Polo International Italy S.r.l., Camfin S.p.A., and Marco Tronchetti Provera & C. S.p.A. This agreement came into force on May 19, 2023, with its effectiveness temporarily suspended from May 19 to June 16, 2023, pending the issuance of the Decree of the President of the Council of Ministers pursuant to the Golden Power Decree. According to this decree, Pirelli’s Board of Directors is expected to be composed of up to 15 members, with 8 of them being independent.
In accordance with the Renewal Shareholders Agreement and the prescriptions of the Golden Power Decree, Pirelli's Board of Directors is therefore composed of 15 members, appointed as follows:
* 8 directors appointed by China National Tire & Rubber Corporation Ltd., including Pirelli’s Chairman of the Board of Directors;
* 4 directors appointed by Camfin S.p.A., including the Chief Executive Officer;
* 3 directors appointed by a group of Pirelli’s asset management companies and institutional investors.
The Board of Directors was appointed by the Shareholders’ Meeting on 23 July 2023, which defined the number of members at 15. The Board will remain in office until the Shareholders’ Meeting called to approve the financial statements at 31 December 2025.
The curricula vitae of each elected Director are published on the Company's website and are available in their updated versions.
The Board of Directors, based on available information and declarations from the interested parties, confirmed that all Directors meet the independence requirements at the time of their appointment. Nine out of fifteen directors are qualified as independent under Legislative Decree 58/1998 (“TUF”) and the principles of the Corporate Governance Code.
CURRENT DIRECTORS
The following table lists the current directors, their positions, appointment dates, and other relevant details:
NAMEPOSITIONAPPOINTMENT DATECESSATION DATEEXEC.*NON EXEC.**INDEP.***LIST****Jiao JianChairman31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XMMarco Tronchetti ProveraExecutive Vice Chairman31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XM (1)Andrea CasaluciCEO31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XM (1)Chen AihuaDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XMZhang HaitaoDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XMChen QianDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XMPaola BoromeiDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XXmAlberto BradaniniDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XXMMichele CarpinelliDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XXM (1)Domenico De SoleDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XXM (1)Roberto DiacettiDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XXmFan XiaohuaDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XXMGiovanni Lo StortoDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XXmMarisa PappalardoDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XXMGrace TangDirector31 July 2023Shareholders’ Meeting for the approval of the financial statements at 31 December 2025XXM
LEGEND
(*) Exec.: indicates if the director can be qualified as an executive.
(**) Not exec.: indicates if the director can be qualified as non-executive.
(***) Indep.: indicates if the director can be qualified independent according to criteria established by the Corporate Governance Code and with the requirements established by art. 148, paragraph 3, of the Consolidated Financial Law-TUF.
(****) Indicates if the slate from which each Director was drawn is “majority” (M) or “minority” (m).
(1) Directors appointed by Camfin S.p.A., included in the list presented by Marco Polo International Italy S.r.l.
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