Rosneft makes its mark on Pirelli’s board

Russian petroleum industry colossus Rosneft reports the closure of its agreement to purchase a 50 per cent share in holding company Camfin S.p.A., which owns a 26.19 stake in Pirelli & C. S.p.A. This acquisition gives Rosneft a 13 per cent indirect share in the tyre maker and the right to nominate candidates for Pirelli’s Board of Directors – a right the company chose to exercise immediately. Five new Rosneft-nominated individuals joined the Board of Directors on 10 July, filling vacancies created by five resignations that were tendered that same day.

The members leaving the board are laudio Sposito, Riccardo Bruno, Piero Alonzo; Emiliano Nitti, Luciano Gobbi and Enrico Parazzini. They have been replaced by Igor Sechin (president of Rosneft, chairman of Rosneft’s Management Board), Didier Casimiro (vice-president for Commerce and Logistics at Rosneft), Andrey Kostin (president and chairman of the Management Board, member of the Supervisory Council of VTB Bank,), Ivan Glasenberg (CEO of Glencore), Petr Lazarev (financial director at Rosneft) and Igor Soglaev (president, CJCS Novokuibyshevskaya Petrolchemical Company – CJSC NPC). Pirelli’s Board of Directors also assessed, on the basis of available information and the statements made by the interested parties, the existence of the requisites of independence (both in accordance with legislative decree 58/1998 and the Code of Self-Regulation of listed companies) with regard to Ivan Glasenberg and Andrey Kostin.

Pirelli’s Board of Directors also confirmed the institution of four board committees with instructional, consultative and proposal tasks: Remuneration Committee, Internal Control Committee, Sustainability and Corporate Governance, Nominations and Succession Committee and Strategies Committee.

The Remuneration Committee is composed solely of independent directors: Luigi Roth (chairman), Ivan Glasenberg, Manuela Soffientini.

The Internal Control Committee, Risks, Sustainability and Corporate Governance is composed solely of independent directors: Anna Maria Artoni (chairman), Andrey Kostin, Elisabetta Magistretti.

The Nominations and Succession Committee is composed of: Marco Tronchetti Provera (chairman), Anna Maria Artoni; Didier Casimiro; Paolo Pietrogrande.

The Strategies Committee is composed of: Marco Tronchetti Provera (chairman), Igor Sechin, Didier Casimiro, Andrey Kostin, Paolo Fiorentino, Luigi Roth, Manuela Soffientini.

In addition, the Board of Directors, further, designated Luigi Roth as lead independent director. Including the new arrivals, the Pirelli & C. S.p.A. Board of Directors now contains the following members:

1. Marco Tronchetti Provera (deputy chairman of Board of Directors of Mediobanca – Banca di Credito Finanziario S.p.A., member of the International Advisory Council of Allianz group) – chairman of the Board of Directors and CEO

2. Alberto Pirelli (member of the Board of Directors of Intek Group S.p.A.) – deputy chairman of the Board of Directors

3. Anna Maria Artoni (sole director of Artoni Group S.p.A.)

4. Luigi Roth (chairman of Alba Leasing S.p.A.)

5. Paolo Fiorentino (chief operating officer of UniCredit Group)

6. Gaetano Micciche (member of the Managing Board of Intesa Sanpaolo banking group)

7. Igor Sechin (president, chairman of the Management Board of Rosneft)

8. Didier Casimiro (vice-president for Commerce and Logistics of Rosneft

9. Peter Lazarev (financial director of Rosneft)

10. Igor Soglaev (president of Sanors Holding Limited (Novokuibyshevsk Petrochemical Company, Sanors Holding Ltd.)

11. Ivan Glasenberg (CEO of Glencore International AG)

12. Andrey Kostin (president and chairman of the Management Board of VTB)

13. Elisabetta Magistretti (member of the Board of Directors of Mediobanca – Banca di Credito Finanziario S.p.A., member of the Board of Directors of Luxottica Group S.p.A.)

14. Manuell Soffientini (general manager of Phillips S.p.A.)

15. Paolo Pietrogrande (chairman of Govecs GmbH)

Rosneft says that the new-look board “strengthens business ties with Pirelli & C. S.p.A. within the already entered engagements and the realisation of plans of both companies for the expansion of joint Russian and international projects.”