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.
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.
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.
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.
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.
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.
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.
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.
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.
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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