Since its very formation Pirelli & C. Real Estate S.p.A. (now Prelios S.p.A.) has had an effective system of corporate governance, designed to manage and control the Company in line with best market practice, and which clearly establishes the division of roles and rights between the various corporate bodies in order to ensure compliance with laws, regulations, codes of conduct and in-house rules and procedures.
The Company announced on May 3rd, 2002 that it had adopted the Code and later adopted the subsequent revised version issued in July 2002. Following the publication of the new Corporate Governance Code – 1st edition March 2006 – the Company announced on November 6th, 2006 that it had fully adopted the same, having moreover established that its existing model of corporate governance was largely already compliant with the recommendations contained in the new Code and having started to implement the necessary steps to make it fully compliant.
In compliance with the provisions of Section IA.2.6 of the Instructions accompanying the Stockmarket Regulations, this Report, submitted for approval of the Pirelli RE (now Prelios) Board on March 6th, 2008, seeks to provide a full description of the corporate governance model adopted by the Company at the date of its publication, while also providing details of its current state of compliance with the Code.
The fundamental documents forming the basis of the Prelios corporate governance model include:
- the Articles of Association;
- the Rules for Shareholders’ Meetings;
- the Ethical Code and Code of Conduct, forming an integral part of the Organizational Model adopted under Decree 231/01;
- the Guidelines for compliance with the obligations under para. 1, art. 150 of Decree 58/1998;
- the Standards of conduct for transactions with related parties. Standards of conduct for real estate transactions;
- the Guidelines for handling and publishing price sensitive information and related list of persons with access to price sensitive information.
More details on the overall system of corporate governance can be found in the Annual Corporate Governance Report.