Process for Definition and Implementation of the Policy and Parties Involved
Definition of the Policy is the result of a clear and transparent process in which the Remuneration Committee and the Board of Directors play a key role.
On motion by the Remuneration Committee, the Board of Directors adopts:
- the Policy and
- the “Criteria for Application of the General Remuneration Policy for Senior Managers and Executives” (“Application Criteria”).
The Policy is submitted by the Remunerations Committee to the Board of Directors for approval every year.
After reviewing and approving the Policy, the Board of Directors submits it to the advisory vote of the Shareholders’ Meeting.
The Board of Statutory Auditors gives its own opinion on the Policy, particularly in the part concerning Directors holding special offices.
The Remuneration Committee, the Board of Statutory Auditors and the Board of Directors supervise its application. For this reason, the Senior Advisor for Human Resources reports on compliance with the Policy and its Application Criteria to the Remuneration Committee at least once annually, upon presentation of the Remuneration Statement.
The 2012 Policy – which has been approved by the Remuneration Committee, and then approved by the Board of Directors, after obtaining the favourable opinion of the Board of Directors at its meeting on March 12, 2012 – is submitted for examination and advisory vote by the Shareholders’ Meeting.
For the sake of thoroughness, note that pursuant to applicable laws, the Board of Directors has the prerogative of adopting (or if envisaged by law, propose to the Shareholders’ Meeting) incentive mechanisms involving the grant of financial instruments or stock options, which if approved are published at the latest in the annual Remuneration Statement (without prejudice to any other disclosure obligations imposed by applicable laws and regulations). At the date of this Report, the Company does not have any stock option plans in place.
- General Information
- Directors' Report
- Macroeconomic and Market Situation
- Significant Events During the Year
- Group Performance and Results
- Business Outlook in 2012
- Operating Performance
- Research and Development Activities
- Highlights of Other Activities
- Parent Highlights
- Risks and Uncertainties
- Significant Events Subsequent to the End of the Year
- Alternative Performance Indicators
- Other Information
- Remuneration Report
- Principles and Examination of Risks
- Process for Definition and Implementation of the Policy and Parties Involved
- Remuneration Committee
- Contents of the 2012 Policy
- MBO and LTI Plan
- Remuneration of Directors of Pirelli & C.
- Remuneration of Directors holding special offices
- The Board of Statutory Auditors
- General Managers and Key Managers
- Senior Managers and Executives
- Allowances in the event of resignation, dismissal or termination
- Not-to-compete clauses
- Other information
- Resolutions
- Consolidated Financial Statements
DATAHIGHLIGHTS
(in millions of euro) |
|||||
2011 | 2010 | 2009 : | 2008 | 2007 | |
---|---|---|---|---|---|
GROUP INCOME STATEMENT | |||||
Net sales | 5,655 | 4,848 | 4,067 | 4,660 | 6,076 |
Net sales (excluding DGAG - PRE) * | 4,660 | 4,780 | |||
Gross operating profit | 807 | 629 | 453 | 252 | 573 |
% of net sales | 14.3% | 13.0% | 11.1% | 5.4% | 9.4% |
Operating income | 582 | 408 | 250 | 43 | 364 |
% of net sales - ROS | 10.3% | 8.4% | 6.1% | 0.9% | 6.0% |
Net income (loss) from continuing operations | 313 | 228 | 77 | ||
Net income (loss) from discontinued operations | - | (224) | (100) | ||
Prior period deferred tax assets - Italy | 128 | - | - | ||
Total net income (loss) | 441 | 4 | (23) | (413) | 324 |
Net income attributable to owners of Pirelli & C. S.p.A. | 452 | 22 | 23 | (348) | 165 |
Total net earnings (losses) per share attributable to owners of Pirelli & C. S.p.A. (in euro) | 0.926 | 0.045 | 0.047 °° | (0.065) | 0.031 |
TYRE INCOME STATEMENT | |||||
Net sales | 5,602 | 4,772 | 3,993 | 4,100 | 4,162 |
Gross operating profit | 858 | 661 | 501 | 341 | 549 |
% of net sales | 15.3% | 13.9% | 12.5% | 8.3% | 13.2% |
Operating income | 644 | 453 | 309 | 151 | 358 |
% of net sales - ROS | 11.5% | 9.5% | 7.7% | 3.7% | 8.6% |
GROUP BAlANCE SHEET | |||||
Non-current assets | 3,558 | 3,164 | 3,596 | 3,665 | 3,815 |
Net working capital | 399 | 303 | 427 | 600 | 551 |
% of net sales | 7.1% | 6.2% | 10.5% | 12.9% | 11.5% |
Total net working capital | 155 | 117 | 222 | 418 | 298 |
% of net sales | 2.7% | 2.4% | 5.5% | 9.0% | 6.2% |
Net invested capital | 3,713 | 3,281 | 3,818 | 4,083 | 4,113 |
Equity | 2,192 | 2,028 | 2,495 | 2,374 | 3,804 |
Provisions | 784 | 797 | 795 | 681 | 611 |
Net financial (liquidity)/debt position | 737 | 456 | 529 | 1,028 | (302) |
Equity attributable to owners of Pirelli & C. S.p.A. | 2,146 | 1,991 | 2,175 | 2,172 | 2,980 |
Equity per share attributable to owners of Pirelli & C. S.p.A. (in euro) | 4.40 | 4.08 | 4.46°° | 0.40 | 0.56 |
OTHER GROUP INFORMATION | |||||
Net operating cash flow | 156 | 310 | 496 | (147) | 299 |
Depreciation and amortization | 221 | 217 | 198 | 199 | 214 |
Capital expenditure - tangible | 618 | 433 | 225 | 311 | 287 |
Capital expenditure/depreciation | 2.80 | 2.00 | 1.14 | 1.56 | 1.34 |
Research and development expenses | 170 | 150 | 137 | 156 | 173 |
% of net sales | 3.0% | 3.1% | 3.4% | 3.3% | 3.6% |
Headcount (at 12/31) | 34,259 | 29,573 | 29,570 | 31,056 | 30,823 |
of whom temporary workers | 2,649 | 2,426 | 2,245 | 2,913 | 3,642 |
Sales * per employee (in thousands of euro) | 181 | 160 | 138 | 148 | 155 |
Operating income/Net invested capital ** - ROI | 16.64% | 11.49% | 6.33% | 1.05% | 6.33% |
Net income (loss)/Equity ** - ROE | 20.89% | 0.18% | (0.94%) | (13.37%) | 7.63% |
Net financial position/Equity - Gearing | 0.34 | 0.22 | 0.21 | 0.43 | n.s. |