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35

REPUTATION FOUNDED

UPON INTEGRITY

Prysmian Group is aware of the importance of a good system of corporate governance for achieving

its strategic objectives and creating sustainable long-term value; such a system must ensure that governance

is effective and respects institutions and rules, efficient, through good financial management, and fair

to all the Group's stakeholders.

With the goal of triggering this virtuous

circle, the Group seeks to keep its system

of governance constantly aligned with

the

relevant

recommendations

and

regulations and compliant with national

and international best practices. In addition,

the Group has adopted principles, rules

and procedures that govern and guide the

conduct of activities by all its organisational

and operating units, as well as ensuring that

all business transactions are carried out in an

effective and transparent manner.

In July 2015 the Italian Stock Exchange's Corporate Governance Committee

approved a number of changes to the Corporate Governance Code for Listed

Companies, highlighting the principles to be followed in the area of Social

Responsibility and the actions to be taken to guarantee the transparency

and legality of business processes. In response to the Corporate Governance

Principles of effectiveness

and transparency

Governing sustainability

Also during 2015, with a view to continuous

improvement of its system of governance,

Prysmian undertook several initiatives

to implement the recommendations of

the Corporate Governance Code for listed

companies, adopted by the Group, and

designed to strengthen the principles of

transparency and integrity.

Improve, always

Code's invitation to formalise the corporate approach to these matters,

as from 1 January 2016 the Prysmian Group Board of Directors has put

the Compensation and Nominations Committee in charge of supervising

sustainability issues associated with the Group's operations and its

dynamics of interaction with all its stakeholders.

P. Libroia (P.)

P.F. Lazzati

M.L. Mosconi

MONITORING BOARD

ex D.Lgs. 231/01

M.L. Mosconi (P.)

S. Corbella

M. Sinagra

CONTROL AND RISKS COMMITTEE

C. De Conto (P.)

M.E. Cappello

M.L. Mariani

REMUNERATION AND NOMINATION COMMITTEE

G. Tamburi (P.)

C. De Conto

M. Tononi

MANAGER IN CHARGE

FOR INTERNAL CONTROL

(M. Sinagra)

EXECUTIVES

V. Battista

, AD e DG

P. F. Facchini

, CFO

F. I. Romeo

, V.P. Strategy

and Dev.

M. Battaini

, V.P Energy

Project

INDEPENDENTS

M.E. Cappello

A. Capponi

C. De Conto

M.L. Mariani

M. de Virgiliis

G. Tamburi

INDEPENDENT AUDITOR

STATUTORY AUDITORS

PricewaterhouseCoopers

S.p.A.

GOVERNANCE STRUCTURE

MANAGERS IN CHARGE FOR

PREPARING CORPORATE

ACCOUNTING DOCUMENTS

(A. Bott e C. Soprano)

SHAREHOLDERS’

MEETING

BOARD OF DIRECTORS

CHAIRMAN

DIRECTORS

M. Tononi