MILAN (ITALPRESS) – The Board of Directors of Pirelli & C. SpA, appointed on 25 June and met for the first time today, has appointed by majority Marco Tronchetti Provera President Executive, with the vote against councilman Zhang Haitao and the abstention of councilmen Xi Xiaohong and Wang Kun. The Cda also elected by majority Giovanni Tronchetti Provera Vice President, with the vote against advisers Zhang Haitao, Xi Xiaohong and Wang Kun. The Board finally confirmed, unanimously, Andrea Casaluci CEO (CEO).
“The Council – reads in a note – has recognized the Executive President the legal representation of the Company and other powers provided for by the current Statute, giving him the powers relating to the general financial and organizational strategies and the supervision of the proposal, the implementation and implementation of the national budget and the multiannual strategic, industrial and financial plans of Pirelli and its group by the CEO of Pirelli, as well as the powers relating to the communication, the institutional relations and the institutional relations. The CEO has confirmed the powers provided by the current Statute, as well as all the powers for the operational management of Pirelli. The CEO has also been given the powers for the management and development of sustainability and Motosport issues, supported by the Vice President“. The Board of Directors of Pirelli took note, reserving the assessments provided by the law, of the communication received yesterday by Marco Tronchetti Provera & C. S.p.A. on the subsistence of Pirelli’s control at the head of Dr. Marco Tronchetti Provera (through Marco Tronchetti Provera & C. S.p.A. (MTP&C S.p.A.) that controls Camfin S.p.A., Camfin Alternative Assets S.r.l. and Longmarch Holding S.r.l.) at the end of the Shareholders’ Meeting on 25 June that saw the list presented by MTP&C S.p.A., together with Camfin S.p.A., Camfin Alternative Assets S.r.l. and Longmarch Holding S.r.l., express the majority of the board members and all executive offices.
The Board of Directors also assessed – on the basis of the information available and the statements made by the interested parties – the subsistence of the requirements required to the advisers to cover the task and, in particular, of independence in the head of Michele Carpinelli, Alessia Carnival, Roberto Diacetti, Moroello Diaz of Vittoria Pallavicini, Costanza Esclapon de Villeneuve, Claudia Parzani, Veronica Luca Squinzi, Michela Zemevati Marco Tronchetti Provera via MTP&C S.p.A. The CdA is composed as follows: Marco Tronchetti Provera (Esecutive President), Giovanni Tronchetti Provera (Vice Presidente), Andrea Casaluci (Delegant), Alessia Carnival (independent), Michele Carpinelli (independent), Roberto Diacetti (independent), Moroello Diaz della Vittoria Pallavicini (independent), Costanza Esclapon de Villeneuve (independent), Claudia Parzani (independent), Luca Roquicini The Council also appointed by a majority Claudia Parzani Lead Independent Director, with the abstention of councilman Zhang Haitao.
In view of the new composition of the Board, the Council appointed the members of the Board of Directors, who, in compliance with the recommendations of the Corporate Governance Code and the prescriptions referred to in the Decree of the President of the Council of Ministers of 10 April 2026 DPCM Golden Power, are thus composed: Strategies Committee: Marco Tronchetti Provera (President), Andrea Casaluci (Vice Presidente), Michele Carpinelli, Claudia Parzani, Luca Rovati, Veronica Squinzi, Giovanni Tronchetti Provera; Sustainability Committee: Giovanni Tronchetti Provera (President), Veronica Squinzi (Vice Presidente), Michele Carpinelli, Costanza Esclapon de Villenueve, Xi Xiaohong;
Remuneration Committee (to which the main functions established for the Appointment Committee by the Corporate Governance Code are assigned): Claudia Parzani (President), Veronica Squinzi (Vice Presidente), Alessia Carnival, Roberto Diacetti, Wang Kun;
Control, Risk and Corporate Governance Committee: Alessia Carnival (President), Roberto Diacetti (Vice Presidente), Moroello Diaz della Vittoria Pallavicini, Costanza Esclapon de Villenueve, Michela Zeme; Committee for Operations with Related Parties: Roberto Diacetti (President), Moroello Diaz della Vittoria Pallavicini (Vice Presidente), Alessia Carnival, Costanza Esclapon de Villenueve, Michela Zeme.
The Board of Directors has also established the International Advisory Board (“IAB”) with the aim of providing analysis, guidelines and monitoring activities on geopolitical, economic, technological, market, supply chains, regulation and social susceptible to influence the strategy, competitiveness, resilience and the creation of sustainable value of the group in the medium-long period. The IAB, nominated by majority with the abstention of advisors Zhang Haitao and Xi Xiaohong, is composed by Marco Tronchetti Provera (President), Andrea Casaluci, Giovanni Tronchetti Provera, Luca Cordero di Montezemolo, Domenico De Sole, Charles Gordon-Lennox, Horacio Pagani and Mariangela Zappia. The IAB – which reports at least twice a year to the Council with a “Geopolitical & Strategic Outlook Report” – has no management or control functions nor has decision-making powers, but formulates non-binding analysis and opinions intended for the Board of Directors, its Committees and top management of the group. The Board of Directors, after the favourable opinion of the Board of Statutory Auditors, confirmed Fabio Bocchio as the manager responsible for the drafting of corporate accounting documents and to which it is also attributed the task of certifying the consolidated reporting of sustainability. The Board of Directors also appointed Carlo Secchi (President), Andrea Pecchio (Vice Presidente), Maura Campra, Paolo Domenico Sfameni and Alberto Bastanzio as members of the supervisory body, which had expired together with the Board he appointed.
As far as the Company is aware, on today’s date, except for Marco Tronchetti Provera, which indirectly holds 26.49% of Pirelli, none of the Boards of Directors is held by Pirelli. During today’s meeting, the Board of Directors was informed of a multiannual investment plan for the United States between approximately 1 and 1,2 billion dollars, already taken into account during the previous term. The investment will be placed on the agenda of a next meeting of the Council for its approval and will allow an increase in production capacity in the United States, including the development of CyberÖ Tyre technology. Pirelli, in fact, thanks to the changes in its governance established by the DPCM Golden Power, was able to agree with the BIS (US Department of Commerce Bureau of Industry and Security) terms of maximum that allow the introduction of Cyber Tyre in the US market. The expansion plan will support the growth of the High Value segment in North America and will strengthen the local-for-local strategy also in that market, as already happens in China and Europe. The investment plan is expected to be an integral part of the next Industrial Plan and will not impact target 2026. The project, which will develop in multiple exercises, will not change the investment profile of the company, maintaining the usual level of the relationship between investments (capex) and revenues of approximately 7%.
– photo IPA Agency –
(ITALPRESS).
