Other information

Pursuant to Consob Resolution no. 18049 of December 23, 2011, notice is given that:

  • the Company did not avail itself of the assistance of external advisors and/or experts in preparing the 2012 Policy;
  • Pirelli does not have any stock option plans in place.
  • Pirelli did not refer to specific remuneration policies of other companies when defining the 2012 Policy. The criteria used to select the benchmarks are indicated in regard to the structure of remuneration for each person.

Model Format no. 7-bis adopted with Consob Resolution no. 18049 of December 23, 2011 envisages that the section of the remuneration report envisaged in Article 123-ter referring to the members of the boards of directors, the general managers and the other Key Managers, at least contain the information envisaged in the previous mentioned model format. The following table indicates the required information and the part of the report where they are found:

INFORMATION REQUIRED UNDER MODEL FORMAT 7-BIS SECTIONS THAT SPECIFICALLY CONTAIN THE REQUIRED INFORMATION
a) bodies or persons involved in the preparation and approval of the remuneration policy, specifying their roles, and the bodies or persons responsible for proper implementation of this policy. 2. Process for definition and implementation of the Policy and parties involved
3. Remuneration Committee
b) any action by a remuneration committee or another committee with delegated authority in this regard, describing its composition (distinguishing between non-executive directors and independent directors), responsibilities and operating procedures; 2. Process for definition and implementation of the Policy and parties involved
3. Remuneration Committee
c) the name of any independent experts who might have participated in preparation of the remuneration policy; 13. Other information
d) the aims pursued by the remuneration policy, its fundamental principles, and any changes in the remuneration policy from the previous financial year; 1. Principles and examination of risks
e) description of the policies governing fixed and variable components of remuneration, particularly in regard to indication of their weight in relation to aggregate remuneration and distinguishing between short and long-term variable components; The structure of remuneration for different individuals is described in the sections indicating the different fixed/variable and short-term variable/medium-long term variable weights.
6. Remuneration of Directors of Pirelli & C.
7. Remuneration of Directors holding special offices
8. The Board of Statutory Auditors
9. General Managers and Key Managers
10. Senior Managers and Executives
The following section illustrates how the variable components of remuneration work:
5. MBO and LTI Plan
f) the policy applied to non-monetary benefits; Sections for the individual positions 6. Remuneration of Directors of Pirelli & C. 7. Remuneration of Directors holding special offices 9. General Managers and Key Managers 10. Senior Managers and Executives
g) in reference to the variable components, a description of the performance targets according to which they are assigned, distinguishing between short-term and medium-long term variable components, and information about the link between the change in results and the change in remuneration; 5. MBO and LTI Plan
h) the criteria used for assessing performance targets according to the grant of shares, options, other financial instruments or other variable components of remuneration; 5. MBO and LTI Plan
i) information intended to illustrate the consistency of the remuneration policy with pursuit of the company’s long-term interests and the risk management policy, if such exists; 1. Principles and examination of risks
5. MBO and LTI Plan And for the individual positions
6. Remuneration of Directors of Pirelli & C.
7. Remuneration of Directors holding special offices
8. The Board of Statutory Auditors
9. General Managers and Key Managers
10. Senior Managers and Executives
j) the vesting period, any deferred payment systems, with indication of the deferral periods and criteria used to determine these periods and, if envisaged, the mechanisms for ex post correction; Pirelli does not have any stock option plans in place.
In regard to the mechanisms for deferral of variable monetary components, see Section:
5. MBO and LTI Plan
k) information on any clauses governing the retention of financial instruments after purchase, with indication of the retention period and criteria used to determine these periods; Pirelli does not have any stock option plans in place.
l) the policy governing treatment upon expiry of term in office or termination of the employment relationship, specifying what circumstances establish the right and any link between this treatment and company performance; 11. Allowances in the event of resignation, dismissal or termination
12. Not-to-compete clauses
m) information about any insurance, social security or pension coverage other than mandatory plans; Sections for the individual positions
6. Remuneration of Directors of Pirelli & C.
7. Remuneration of Directors holding special offices
8. The Board of Statutory Auditors
9. General Managers and Key Managers
10. Senior Managers and Executives
n) the remuneration policy that might be applied in reference to: (i) independent directors, (ii) participation on committees and (iii) holding special offices (chairman, deputy chairman, etc.); 6. Remuneration of Directors of Pirelli & C.
o) whether the remuneration policy was defined by using the remuneration policies of other benchmark companies, and if so, the criteria used to choose these companies 13. Other information
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remuneration-statement-for-2011.pdf226.42 KB