ANNUAL REPORT 2015

PRYSMIAN GROUP | DIRECTORS’ REPORT

In compliance with the provisions of art. 14 of the By-laws, the Company is currently managed by a Board of

Directors consisting of eleven directors - who shall remain in office until the date of the annual general

meeting that approves the financial statements for the year ended 31 December 2017 - of whom seven are

non-executive. The Board of Directors is vested with the broadest possible powers of ordinary and

extraordinary administration, except those which by law are the exclusive prerogative of the shareholders in

general meeting. In line with the recommendations of the Corporate Governance 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 Legislative Decree 58 dated 24 February 1998 (known as the Unified Finance

Act) and of art. 3.C.1. and art. 3.C.2. of the Corporate Governance Code, while one non-executive director is

independent within the meaning of art. 148, par. 3 of the Unified Finance 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 business is the responsibility of the directors, who take the necessary actions to

implement the 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 management

system, namely the Control and Risks Committee, the Director in charge of the internal control and risk

management system, the Head of Internal Audit, the Board of Statutory Auditors and the Managers

responsible for preparing the corporate accounting documents.

Completing the Prysmian corporate governance structure is a Compensation and Nominations Committee

and a Monitoring Board instituted under Legislative Decree 231/2001.

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 the Unified Finance 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 the Unified Finance Act

and available in the Investor Relations/Corporate Governance section of the company at