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Pirelli announces administrative inquiry into CNRC’s potential breach of Italy’s Golden Power regulations

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Pirelli announced on 6 November that Italy’s Prime Minister’s Office has initiated an administrative procedure to investigate a potential breach by China National Tire and Rubber Corp. (CNRC) of Italy’s ‘Golden Power’ regulations. Should the investigation substantiate concerns over organisational links between Pirelli and CNRC, it could lead to new or reinforced restrictions on CNRC’s role within Pirelli’s corporate structure.

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Related news:

  1. Strategic tyre sensors – Italy confirms Chinese shareholder restrictions for Pirelli
  2. Pirelli governance remains unchanged pending agreement renewal
  3. Pirelli postpones shareholders’ meeting
  4. Golden Power: Pirelli plans to postpone Board nomination
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Pirelli’s Italian shareholders increase stakes

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Following on from the execution of the Italian government’s golden power directive, which removed Sinochem’s power to appoint a chief executive, Pirelli’s major investors have struck an investment agreement that effectively gives increased control to Pirelli’s Italian shareholders as well as to executive Marco Tronchetti-Provera’s eponymous company.

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Related news:

  1. Pirelli shareholding to be controlled by ChemChina
  2. Yokohama to buy ex-Pirelli commercial/industrial tyre business Prometeon
  3. Camfin gains right to buy up to 15% of Pirelli shares
  4. Strategic tyre sensors – Italy confirms Chinese shareholder restrictions for Pirelli
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Pirelli names BoD candidates

Italy has applied its Golden Power Decree to Pirelli & C. SpA, influencing the choice of candidates for the next Pirelli Board of Directors. Pirelli reports that its incumbent Board of Directors have received two lists of candidates ahead of the Shareholders Meeting scheduled for 31 July 2023.

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  1. Pirelli CEO: Andrea Casaluci to be nominated
  2. Golden Power: Pirelli plans to postpone Board nomination
  3. Pirelli proposes 31 July BoD renewal meeting
  4. Pirelli’s updated Shareholder Agreement
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Francesco Tanzi returning to Pirelli as Corporate General Manager

At the first Board of Directors meeting held after the upcoming Pirelli shareholders’ meeting, CEO candidate Andrea Casaluci will propose a new Corporate General Management structure that will report to him. He will put forward this structure in coordination with current Executive Vice President and CEO Marco Tronchetti Provera and propose the position be entrusted to former CFO Francesco Tanzi, who will return to the Pirelli Group after a hiatus of almost two years.

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Related news:

  1. Pirelli CEO: Andrea Casaluci to be nominated
  2. Pirelli’s updated Shareholder Agreement
  3. Giorgio Luca Bruno named Pirelli’s next CEO
  4. Strategic tyre sensors – Italy confirms Chinese shareholder restrictions for Pirelli
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Pirelli’s updated Shareholder Agreement

Pirelli has published an extract of its Renewal of the Shareholder Agreement, a document signed on 16 May 2022 and amended to take into account the provisions of the Golden Power Decree of the President of the Council of Ministers. Read the official English-language version of the updated document here.

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Related news:

  1. Camfin & Brembo sign Pirelli consultation agreement
  2. Pirelli governance remains unchanged pending agreement renewal
  3. Pirelli CEO: Andrea Casaluci to be nominated
  4. Pirelli Shareholders’ Agreement enters force
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Pirelli proposes 31 July BoD renewal meeting

Yesterday, the Board of Directors of Pirelli convened to review the demands outlined in the Italian government’s Golden Power Procedure decision. Following deliberation, they reached a decision to recommend deferring discussions concerning the appointment of a new Board of Directors at the forthcoming shareholders meeting scheduled for 29 June 2023. Instead, they plan to address this matter during a subsequent shareholders meeting set to take place on 31 July 2023.

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Related news:

  1. Golden Power: Pirelli plans to postpone Board nomination
  2. Correction – Giorgio Bruno not yet Pirelli CEO
  3. Strategic tyre sensors – Italy confirms Chinese shareholder restrictions for Pirelli
  4. Pirelli CEO: Andrea Casaluci to be nominated
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Pirelli CEO: Andrea Casaluci to be nominated

Restrictions placed upon major Pirelli & S.p.A. shareholder China National Tire & Rubber Corporation Ltd. include giving the remit of selecting the company’s chief executive to Camfin S.p.A. In a statement issued today, Camfin announces that it will nominate Andrea Casaluci to this role in addition to Marco Tronchetti Provera as Pirelli’s executive vice chairman. Giorgio Bruno, who was previously identified as Pirelli’s next CEO, is ending his tenure on the Board of Directors.

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Related news:

  1. Pirelli Shareholders’ Agreement enters force
  2. Pirelli governance remains unchanged pending agreement renewal
  3. Italy looking to limit Sinochem’s influence over Pirelli
  4. Sinochem Holdings established through ChemChina, Sinochem restructuring
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Strategic tyre sensors – Italy confirms Chinese shareholder restrictions for Pirelli

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Italy’s government has identified tyre sensor technology as a national strategic asset and, with the stated aim of preventing misuse of this technology, has confirmed it will use the Golden Power procedure to limit the influence that shareholder China National Tire & Rubber Corporation Ltd. (CNRC) has upon Pirelli & C. S.p.A. According to statements issued by the government on 16 June and Pirelli two days later, a range of measures will now curtail CNRC’s involvement in the tyre maker.

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Related news:

  1. Pirelli governance remains unchanged pending agreement renewal
  2. Pirelli shareholders amend agreement, some parties end co-investment accord
  3. Pirelli postpones shareholders’ meeting
  4. Will sale to ChemChina alter Pirelli’s motorsport focus?
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Pirelli: No board nominations presented, proposal to defer nominations coming

Pirelli & C. S.p.A has announced that, as of the 5 June 2023 deadline for the presentation of Board of Directors nominations lists ahead of the 29 June 2023, no lists were submitted by the shareholders. In other words, board nominations have been put on hold until after the conclusion of the Golden Power Procedure.

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Related news:

  1. Pirelli shareholders’ agreement renewed
  2. Pirelli shareholders amend agreement, some parties end co-investment accord
  3. Camfin & Brembo sign Pirelli consultation agreement
  4. Correction – Giorgio Bruno not yet Pirelli CEO
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Correction – Giorgio Bruno not yet Pirelli CEO

Although the Pirelli & C. SpA Renewal Shareholders’ Agreement came into force on 19 May 2023, Italy is still using its Golden Power Decree to look closely at shareholder China National Tire & Rubber Corporation, Ltd. The full implementation of the Renewal Shareholders’ Agreement and its application to all parties is being delayed until this process is concluded.

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Related news:

  1. Pirelli shareholders amend agreement, some parties end co-investment accord
  2. Pirelli governance remains unchanged pending agreement renewal
  3. Golden Power: Pirelli plans to postpone Board nomination
  4. Pirelli a Main Sponsor of World Ski Championships
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Golden Power: Pirelli plans to postpone Board nomination

The Board of Directors of Pirelli & C. SpA has received an update from shareholder China National Tire & Rubber Co., Ltd (CNRC) regarding the Golden Power Procedure that Italy’s government launched in response to the renewal of a Pirelli shareholder agreement signed in May 2022. This agreement is scheduled to take effect upon publication of the call for a shareholder meeting on 29 June 2023, however, CNRC informed the Board of Directors that the final provision of the Golden Power Procedure may be issued after the deadline for presenting lists for the next Board of Directors renewal.

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Related news:

  1. Pirelli postpones shareholders’ meeting
  2. Pirelli governance remains unchanged pending agreement renewal
  3. Pirelli’s Inter Milan sponsorship to continue
  4. Pirelli renews Corimav partnership with University of Milano-Bicocca
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