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In accordance with art. 14 of the By-laws, the Company is
currently managed by a Board of Directors consisting of
eleven directors - who will remain in office until the date
of the annual general meeting that approves the financial
statements for the year ended 31 December 2014 - of whom
seven are non-executive. The Board of Directors is vested
with the broadest possible powers of ordinary and extraor-
dinary administration, except those which by law are the
exclusive prerogative of the shareholders in general meeting.
In line with the recommendations of the Self-Regulatory
Code, the non-executive directors are sufficiently numerous
and have enough authority to ensure that their judgement
carries significant weight in Board decision-making. Six of the
non-executive directors are independent within the meaning
of art. 148, par. 3 of the Unified Financial Act and of art.
3.C.1. and art. 3.C.2. of the Self-Regulatory Code, while one
non-executive director is independent within the meaning
of art. 148, par. 3 of the Unified Financial Act. The Board of
Directors has appointed a Chief Executive Officer and General
Manager from among its members and granted him all the
authority and powers of ordinary administration needed or
useful for fulfilling the Company's business purpose.
Management of the Company is the sole responsibility of the
directors, who take the necessary actions to implement its
business purpose. The Board of Directors is also responsible
for the Group's internal control and risk management system
and is therefore required to verify its adequacy and to adopt
specific guidelines for this system, with the support of the
other parties involved in the internal control and risk man-
agement system, namely the Control and Risks Committee,
the Director in charge of establishing and maintaining the
internal control and risk management system, the Head of
Internal Audit, the Managers responsible for preparing the
corporate accounting documents, as well as the Compensa-
tion and Nominations Committee, the Board of Statutory
Auditors and the Company's Monitoring Board.
Further information (i) on the corporate governance system
of Prysmian S.p.A. (ii) on its ownership structure, as required
by art.123-bis of Legislative Decree 58 dated 24 February 1998
(the "Unified Financial Act") and (iii) on directors' disclosures
about directorships or statutory auditorships held in other
listed or relevant companies, can be found in the "Report on
Corporate Governance and Ownership Structure", prepared in
accordance with art. 123-bis of Legislative Decree 58 dated
24 February 1998 (the "Unified Financial Act") and available
in the Investor Relations/Corporate Governance section of
the Company's website at
www.prysmiangroup.com.
BOARD OF STATUTORY AUDITORS
P. Libroia (Chairman)
P. F. Lazzati
M. L. Mosconi
SHAREHOLDERS'
MEETING
MANAGERS RESPONSIBLE FOR PREPARING
CORPORATE ACCOUNTING DOCUMENTS
A. Bott and C. Soprano
MONITORING BOARD PURSUANT
TO Leg. Decree 231/01
P. F. Lazzati (Chairman)
M. Milano
M. Sinagra
C. De Conto (Chairman)
M. E. Cappello
F. Fröhlich
CONTROL AND RISKS COMMITTEE
COMPENSATION AND
NOMINATIONS COMMITTEE
G. Del Ninno (Chairman)
C. De Conto
M. Tononi
HEAD OF
INTERNAL AUDIT
M. Sinagra
BOARD OF DIRECTORS
CHAIRMAN
M. Tononi
DIRECTORS
EXECUTIVE
V. Battista, CEO
and GM
P. F. Facchini, CFO
F. I. Romeo
M. Battaini
INDEPENDENT
M.E. Cappello
C. d'Amico
C. De Conto
G. Del Ninno
F. Fröhlich
G. Tamburi
INDEPENDENT AUDITORS
PricewaterhouseCoopers S.p.A.
GOVERNANCE STRUCTURE