— 2023
ANNUAL REPORT
Pirelli & C. S.p.A. – 2023 Annual Report
CONTENTS
CORPORATE BODIES ..................................................................................................................... 4
PRESENTATION OF 2023 INTEGRATED ANNUAL REPORT ....................................................... 7
DIRECTORS’ REPORT ON OPERATIONS ................................................................................... 12
MACROECONOMIC AND MARKET SCENARIO.................................................................... 13
SIGNIFICANT EVENTS OF 2023 ............................................................................................ 17
GROUP PERFORMANCE AND RESULTS ............................................................................. 22
RESEARCH AND DEVELOPMENT ACTIVITIES .................................................................... 36
PARENT COMPANY HIGHLIGHTS ........................................................................................ 43
RISK FACTORS AND UNCERTAINTY ................................................................................... 45
OUTLOOK FOR 2024 AND 2025 ............................................................................................ 59
SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR .............. 63
ALTERNATIVE PERFORMANCE INDICATORS .................................................................... 64
OTHER INFORMATION .......................................................................................................... 67
REPORT ON RESPONSIBLE MANAGEMENT OF THE VALUE CHAIN - CONSOLIDATED
NON-FINANCIAL DISCLOSURE PURSUANT TO LEGISLATIVE DECREE OF DECEMBER
30, 2016, N. 254 ............................................................................................................................. 72
METHODOLOGICAL NOTE .................................................................................................... 73
ECONOMIC DIMENSION ...................................................................................................... 109
ENVIRONMENTAL DIMENSION ........................................................................................... 151
SOCIAL DIMENSION ............................................................................................................ 226
REPORT ON THE CORPORATE GOVERNANCE AND SHARE OWNERSHIP OF PIRELLI &
C. S.p.A. PURSUANT TO ARTICLE 123-BIS TUF ....................................................................... 315
GLOSSARY ........................................................................................................................... 316
INTRODUCTION ................................................................................................................... 320
COMPANY PROFILE ............................................................................................................ 320
INFORMATION ON THE OWNERSHIP STRUCTURE ......................................................... 323
COMPLIANCE ....................................................................................................................... 336
BOARD OF DIRECTORS ...................................................................................................... 337
PROCESSING OF CORPORATE INFORMATION ............................................................... 356
BOARD COMMITTEES ......................................................................................................... 357
APPOINTMENTS AND SUCCESSION COMITTEE .............................................................. 362
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Pirelli & C. S.p.A. – 2023 Annual Report
REMUNERATION COMMITTEE AND DIRECTORS’ REMUNERATION .............................. 363
SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT - AUDIT, RISKS AND
CORPORATE GOVERNANCE COMMITTEE ....................................................................... 364
INTERESTS OF THE DIRECTORS AND RELATED-PARTY TRANSACTIONS .................. 375
BOARD OF STATUTORY AUDITORS .................................................................................. 376
OTHER ORGANIZATIONAL STRUCTURES ........................................................................ 381
INFORMATION FLOWS TO THE DIRECTORS AND STATUTORY AUDITORS ................. 381
RELATIONS WITH SHAREHOLDERS .................................................................................. 382
SHAREHOLDERS’ MEETINGS ............................................................................................. 383
CHANGES SINCE THE END OF THE YEAR........................................................................ 385
THE PIRELLI WEBSITE ........................................................................................................ 386
CONSIDERATIONS ON THE LETTER BY THE CHAIRMAN OF THE CORPORATE
GOVERNANCE COMMITTEE ............................................................................................... 386
REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID ............................ 402
REMUNERATION POLICY FOR THE 2024 FINANCIAL YEAR ........................................... 408
REPORT ON COMPENSATION PAID IN 2023 ..................................................................... 449
CONSOLIDATED FINANCIAL STATEMENTS ............................................................................. 472
FINANCIAL STATEMENTS ................................................................................................... 473
EXPLANATORY NOTES ....................................................................................................... 478
SCOPE OF CONSOLIDATION .............................................................................................. 481
PIRELLI & C. S.p.A. SEPARATE FINANCIAL STATEMENTS ..................................................... 598
FINANCIAL STATEMENTS ................................................................................................... 599
EXPLANATORY NOTES ....................................................................................................... 604
ANNEXES TO THE EXPLANATORY NOTES ....................................................................... 666
REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS’
MEETING ............................................................................................................................... 671
RESOLUTIONS ............................................................................................................................ 692
PROPOSAL FOR THE ALLOCATION OF THE RESULT ..................................................... 693
CERTIFICATIONS ........................................................................................................................ 695
a. Certification of the Consolidated Financial Statements pursuant to art. 154 bis of
Legislative Decree 58 of February 24, 1998, and pursuant to article 81-ter of Consob
Regulation No. 11971 of May 14, 1999, as amended ..................................................... 695
b.
Independent auditors report on the Consolidated Financial Statements ........................ 697
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Pirelli & C. S.p.A. – 2023 Annual Report
c. Certification of the Separate Financial Statements pursuant to art. 154 bis of
Legislative Decree 58 of February 24, 1998, and pursuant to article 81-ter of Consob
Regulation No. 11971 of May 14, 1999, as amended ..................................................... 705
d.
Independent auditors report on Separate Financial Statements ..................................... 707
e. GRI Content and Correlation Tables ............................................................................... 714
f.
Independent Auditor’s Report on the Consolidated Non-Financial Disclosure in
accordance with article 3, paragraph 10 of Legislative Decree 254/2016 and with
article 5 of CONSOB Regulation 20267 adopted by resolution of January 2018 ............ 742
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Pirelli & C. S.p.A. – 2023 Annual Report
Corporate bodies
CORPORATE BODIES
The Board of Directors1
Chairman
Jiao Jian
Executive Vice Chairman
Marco Tronchetti Provera
Chief Executive Officer
Andrea Casaluci
Director
Director
Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Chen Aihua
Zhang Haitao
Chen Qian
Alberto Bradanini
Michele Carpinelli
Domenico De Sole
Fan Xiaohua
Marisa Pappalardo
Grace Tang
Roberto Diacetti
Paola Boromei
Giovanni Lo Storto
Secretary of the Board
Alberto Bastanzio
Board of Statutory Auditors2
Chairman
Statutory Auditors
Statutory Auditors
Statutory Auditors
Statutory Auditors
Alternate Auditors
Alternate Auditors
Alternate Auditors
Riccardo Foglia Taverna
Antonella Carù
Francesca Meneghel
Teresa Naddeo
Alberto Villani
Franca Brusco
Maria Sardelli
Marco Taglioretti
1 Appointment: July 31, 2023. Expiry: Shareholders’ Meeting convened for the approval of the Financial Statements at December 31, 2025.
2 Appointment: June 15, 2021. Expiry: Shareholders’ Meeting convened for the approval of the Financial Statements at December 31, 2023.
4
Corporate bodies
Pirelli & C. S.p.A. – 2023 Annual Report
Audit, Risk, Sustainability and Corporate Governance Committee
Chairman - Independent Director
Fan Xiaohua
Independent Director
Independent Director
Independent Director
Giovanni Lo Storto
Roberto Diacetti
Michele Carpinelli
Chen Aihua
Committee for Related Party Transactions
Chairman - Independent Director
Marisa Pappalardo
Independent Director
Independent Director
Giovanni Lo Storto
Michele Carpinelli
Nominations and Successions Committee
Chairman
Marco Tronchetti Provera
Independent Director
Domenico De Sole
Chen Aihua
Zhang Haitao
Remuneration Committee
Chairman - Independent Director
Grace Tang
Independent Director
Independent Director
Independent Director
Michele Carpinelli
Paola Boromei
Alberto Bradanini
Chen Aihua
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Pirelli & C. S.p.A. – 2023 Annual Report
Corporate bodies
Strategies Committee
Chairman
Independent Director
Independent Director
Independent Director
Marco Tronchetti Provera
Jiao Jian
Andrea Casaluci
Domenico De Sole
Alberto Bradanini
Roberto Diacetti
Chen Qian
Zhang Haitao
Sustainability Committee
Chairman
Marco Tronchetti Provera
Independent Director
Jiao Jian
Andrea Casaluci
Giovanni Lo Storto
Corporate General Manager3
Francesco Tanzi
Manager responsible for the preparation
of the Corporate Financial Documents
Fabio Bocchio4
Independent Auditing Firm5
PricewaterhouseCoopers S.p.A.
The Supervisory Board (as provided for by the Organisational Model 231 adopted by the Company),
is chaired by Prof. Carlo Secchi.
3 Appointment: August 3, 2023.
4 Appointed by the Board of Directors’ Meeting on August 3, 2023.
5 Appointment: August 1, 2017, effective from the date of the commencement of trading of Pirelli shares on the stock exchange on
October 4, 2017). Expiry: Shareholders’ Meeting convened for the approval of the Financial Statements at December 31, 2025.
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Presentation of 2023 integrated Annual Report
Pirelli & C. S.p.A. – 2023 Annual Report
PRESENTATION OF 2023 INTEGRATED ANNUAL REPORT
The 2023 integrated annual report6 of Pirelli (“Annual Report”) aims to provide a comprehensive
overview of the process of creating value for the Company’s Stakeholders, resulting from the
integrated management of the financial, productive, intellectual, human, natural, social and relational
capitals. The reporting reflects the business model adopted by Pirelli, which is inspired by the United
Nations Global Compact, the principles of Stakeholder Engagement set forth by the AA1000, and
the Guidelines of ISO 26000.
The financial assets, which comprise the company’s financial resources, supply the sustainable
management of other capital and are in turn influenced by the value created by the latter. Impacts
on the economy, the environment, society and human rights are central to the definition of corporate
development strategies with a view to minimising negative impacts and increasing positive ones.
They are transversal to the management of the aforementioned capitals, which in turn evolve through
the commitment, competence and dedication of human capital, the heart of the Company’s growth.
Pirelli’s commitment to engaging and valuing its people has continued, the engagement survey in all
group factories found an Engagement Index of 85 percent, highlighting a high level of engagement
and cohesion. The number of women in managerial positions is increasing, rising globally in one
year from 24.5% to 27%, the number of women in executive positions is also on the rise. The total
workforce stands at 31,072 resources (229 fewer than in 2022 and 382 more than in 2021).
The focus on health and safety protection led to a further decline in the accident frequency index,
which dropped by 15% in 2023 compared to 2022 and 1.98% compared to 2021 (1.69 in 2023
compared to 1.98 in 2022 and 2.07 in 2021).
With a view to putting people at the center along the entire value chain, in November 2023 Pirelli
also activated a training course on Business and Human Rights that involved 100% of the Group’s
Raw Materials suppliers, and all Capital Goods suppliers considered continuous and strategic.
In 2023, the management of the business produced an adjusted EBIT7 of €1,001.8 million (€977.8
million in 2022) with a margin of 15.1% (14.8% in 2022). Internal levers (price/mix, efficiencies) more
than compensated for the negative external scenario (raw materials, inflation, exchange rate impact),
enabling the company to achieve a higher-than-expected result (~€985m the target implied by the
November target) and an adjusted Return on Net Invested Capital (ROIC) of 20.3% (~21% for the
November target, 20.3% for the 2022 figure).
6
Integrated Annual Report is defined as the document including the Directors’ Report on Operations, Report on the Responsible
Management of the value chain, Report on Corporate Governance and Share Ownership, Report on Remuneration Policy and
Compensation Paid, Consolidated Financial Statements, Separate Financial Statements, Proposal for the allocation of the result and
Certifications
7 alternative indicator to EBIT from which amortisation of intangible assets related to assets recognised as a result of Business
Combinations and operating costs attributable to non-recurring, restructuring and one-off charges are excluded. In the comparative
period, the indicator also included Covid-19 direct costs and charges related to the retention plan approved by the Board of Directors
on 26 February 2018
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Pirelli & C. S.p.A. – 2023 Annual Report
Presentation of 2023 integrated Annual Report
Important steps were taken in the area of sustainable finance: in 2023, Pirelli - the first company in
the global tire industry - placed a 600-million-euro sustainability-linked bond with more than 190
international investors in 2023, with demand almost 6 times the supply.
The Company’s production capital, which includes a geographically diversified production structure
with 18 plants in 12 countries on five continents, is managed with a view to environmental efficiency
and respect for biodiversity, with targets in terms of reducing water withdrawal, energy consumption,
CO2 emissions, increasing waste recovery and adoption of the “No net loss of biodiversity” model
through the “mitigation hierarchy” (i.e. avoid, minimise, restore and compensate).
In 2023, a methodology was developed to analyse the state of biodiversity in the natural areas
surrounding Pirelli’s production facilities, as well as the impacts and dependencies on these areas.
All of Pirelli’s operating locations around the world were assessed against the four core criteria of
the TNFD LEAP framework (Locate, Evaluate, Assess, Prepare)8.
Pirelli’s commitment to protecting the sustainability of natural rubber also continued, with Pirelli
producing the world’s first tires with Forest Stewardship Council (FSC)-certified natural rubber and
rayon as early as 2021. In addition to the ongoing commitment to the traceability of natural rubber,
the implementation of the three-year project in partnership with BMW GROUP and the NGO BirdLife
International in the Hutan Harapan area (Sumatra Island-Indonesia) continued, with the goal of
conserving 2,700 hectares of rainforest and its biodiversity and improving the living conditions of the
local population dedicated to natural rubber production.
The decarbonisation plan for the group’s value chain continued, in line with the 2030 ‘carbon
neutrality’ target. In terms of absolute CO2 emissions, after having obtained an upgrade of its Science
Based Target in line with the 1.5°C scenario, Pirelli formalised its commitment to SBTi Net Zero.
There was significant growth in the use of renewable electricity. In particular, 100% of the electricity
purchased in Latam in 2023 is certified renewable, in addition to the 100% certified renewable
electricity purchased in Europe as of 2021 and in North America as of 2022. Globally, 80% of the
total electricity used is from renewable sources (compared to 74% in 2022 and 62% in 2021), with
absolute group CO2 emissions down 17% from 2022 and 51% compared to 2015 (base year of the
Science Based Target for group sites - Scopes 1 and 2). Absolute supply chain emissions decreased
by 10.2% compared to 2022 and slightly more than 18% compared to 2018 (base year of the Science
Based Target for Supply Chain - Scope 3). Positive results were also achieved through direct
engagement with suppliers.
With reference to the Product accounting for more than 90% of absolute emissions from raw
materials, and the involvement of suppliers in the CDP Supply chain programme, with a response
rate of 88% (82% in 2022).
With reference to the Product - research and development activities contribute substantially to
improving environmental efficiency along the entire product life cycle, from innovative raw materials
8 Beta framework v0.4, released in March 2023
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Presentation of 2023 integrated Annual Report
Pirelli & C. S.p.A. – 2023 Annual Report
to the process, from distribution to use, and through to the end of life of the tyre. Research and
development expenditure amounted to €288.5 million in 2023 (4.3% of total revenues), of which
€269.4 million was allocated to High Value activities (5.4% of High Value revenues).
Heavy investment in innovation also fuels Pirelli’s intellectual property assets, as it has a portfolio of
active patents grouped into around 720 families covering product, process and materials innovations
and CyberTM Tyre technologies, as well as being a globally recognised brand.
Relevant was the R&D efforts on innovative, renewable and recycled materials, which, among other
things, enabled an acceleration in the use of silica from rice husk, a bio-circulating material that
reached 10% of the total silica used in 2023 (compared to 5% in 2022 and 1% in 2021).
In turn, Pirelli’s Eco & Safety Performance products, which combine performance and respect for
the environment, at the end of 2023 represent 72%9 of total car tyre turnover (67% in 2022 and 63%
in 2021). By restricting the scope of the analysis to High Value products10, the percentage of Eco &
Safety Performance products rises to 78% (73.2% in 2022 and 68.4% in 2021).
In addition, in 2023, 55% of the new IP Codes11 placed on the market have parameters in line with
the highest class (A or B) of European labelling for rolling resistance (the environmental aspect of
indirect impact on vehicle CO2 emissions), in line with Pirelli’s target of 70% by 2025. The percentage
of new IP Codes produced globally with values in line with the European labelling classes A/B for
wet grip (an aspect of direct impact on safety), including ice grip (ICE pictogram), also rose to 98%
of the total (93% in 2022).
The average rolling resistance of Pirelli tyres worldwide improved by 2% compared to 2022 and by
15.8% compared to 2015.
Regarding the tyre wear rate, the new product lines launched in the last three years showed an
average improvement of 22% compared to the previous generation.
From product to market - Transparency towards consumers is one of the central elements: Pirelli
has created a new logo identifying tyres containing at least 50% bio-based and recycled materials.
An example of this is the Pirelli P Zero E, Pirelli’s Perfect Fit for premium and prestige electric
vehicles that need dedicated tyres with specific grip, rolling resistance and wear performance. The
new Pirelli P Zero has been awarded triple class A in the European label on all measurements (rolling
resistance, wet braking, noise) and contains more than 55% natural and recycled materials, a claim
with third-party validation. The tyre life cycle analysis, conducted by Pirelli and validated by third
party, shows a 24% reduction in CO2 equivalent emissions compared to a previous generation Pirelli
9 Figure obtained by weighing the value of sales of Eco & Safety Performance tyres on the total value of sales of Group tyres. Eco &
Safety Performance products identify the tyres that Pirelli produces throughout the world and that fall under rolling resistance and wet
grip classes A, B, C according to the labelling parameters set by European legislation.
10 High Value products are determined by equal or greater than 18 inches and, in addition, include all “Specialties” products (Run Flat,
Self-Sealing, Noise Cancelling System).
11 Identification Product Codes.
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Pirelli & C. S.p.A. – 2023 Annual Report
Presentation of 2023 integrated Annual Report
tyre. Furthermore, tyre wear (expressed in g/1000km) has been reduced by 42% compared to the
previous generation, thanks to virtualisation processes and new materials.
P Zero E, eco-design, sustainable materials and Elect technology were also the focus of engagement
and training of European Dealer Customers as part of the workshop dedicated to them in 2023.
Even in motorsport, which in 2023 saw Pirelli confirmed as Formula One’s Global Tyre Partner until
at least 2027, sustainability is among the key elements of the partnership and will see all tires used
in FIA Formula One World Championship events certified FSC® (Forest Stewardship Council®)
starting in 2024.
Pirelli’s sustainable performance in 2023 also received excellent ratings from the main Sustainable
Finance Indices. Following the annual review of the Dow Jones Sustainability indices by S& P Global,
the company recorded the Auto Components and Automotive Sector Top Score globally, followed
by the Sustainability Yearbook 2024’s “Top 1%” award. Pirelli has been reconfirmed as a leader in
the fight against climate change by being placed on the CDP “Climate A list” as well as being
awarded “Prime” status by ISS ESG, which includes it among the sector leaders for ESG risk
mitigation, and “ESG Top Rated” recognition by Sustainalytics.
The reporting of Sustainability strategy and performance 2023 is prepared in accordance with the
Global Reporting Initiative (GRI) Sustainability Reporting Standards 2021, Comprehensive “In
accordance with” option, SASB Auto Parts Sustainability Accounting Standard, following the process
suggested by the APS1000 APS principles (materiality, inclusivity and responsiveness), and
considering the integrated reporting principles contained in the International Integrated Reporting
Council (IIRC). In addition, this report considers the priorities reported by the European Securities
and Markets Authority (ESMA) through the ESMA circular 32-193237008-1793 of 25 October 2023
and includes the considerations required by the European Taxonomy Regulation in its fields of
application (EU Regulation 2020/852 dated 18 June 2020 and the Delegated Regulations (EU)
2021/2178 and (EU) 2021/2139 connected to it). The Annual Report 2023 concludes with third-party
assurances.
The Financial Statements and Consolidated Financial Statements of Pirelli & C. S.p.A. (hereinafter
referred to as the “Financial Statements” and “Consolidated Financial Statements”, respectively)
have been prepared on the basis of IAS/IFRS.
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Presentation of 2023 integrated Annual Report
Pirelli & C. S.p.A. – 2023 Annual Report
ESEF OBLIGATIONS
(EUROPEAN SINGLE ELECTRONIC FORMAT)
This document has not been prepared pursuant to the EU Delegated Regulation 2019/815 (ESEF
Regulation), which was adopted with the implementation of the Transparency Directive. This
document which has been prepared pursuant to the ESEF Regulation, is available (in Italian only)
on the website of the authorised eMarket Storage mechanism (emarketstorage.com) and on the
Company’s website www.pirelli.com.
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Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
DIRECTORS’ REPORT ON OPERATIONS
AT DECEMBER 31, 2023
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Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
MACROECONOMIC AND MARKET SCENARIO
Economic Overview
Global economic performance in 2023 showed slower growth compared to 2022, (+2.7% growth in
global GDP, compared to +3.1% for 2022) due to rising interest rates in a high inflation environment
(5.6% in 2023).
Economic Growth, Year-On-Year Percentage Change in GDP
EU
US
China
Brazil
Russia
1Q 2023
2Q 2023
3Q 2023
4Q 2023
2023
1.1
1.7
4.5
3.7
-1.8
0.5
2.4
6.3
3.4
4.9
0.0
2.9
4.9
2.5
5.5
0.3
3.1
5.2
2.6
6.2
0.5
2.5
5.2
3.0
3.6
2022
3.5
1.9
3.0
3.1
-1.2
World
Note: Percentage change compared to the same period of the previous year. Preliminary data for 2023 for the EU, the US and China and estimates for the
other countries and regions. Source: National statistics offices and S&P Global Market Intelligence, February 2024.
3.1
2.7
2.6
2.4
3.0
2.7
Consumer Prices, Change in Year-on-Year Percentages
EU
US
China
Brazil
Russia
1Q 2023
9.4
2Q 2023
7.2
5.8
1.3
5.3
8.6
4.0
0.1
3.8
2.7
3Q 2023
4Q 2023
5.7
3.5
-0.1
4.6
5.1
3.4
3.2
-0.3
4.7
7.2
World
Source: National statistics offices and S&P Global Market Intelligence for World estimate, February 2024.
4.9
6.9
4.4
5.3
2023
6.4
4.1
0.2
4.6
5.9
5.6
2022
9.2
8.0
2.0
9.3
13.7
7.6
Europe recorded a strong slowdown in growth (+0.5% for 2023, compared to +3.5% for 2022), as a
result of weak demand which had been impacted by a restrictive monetary policy, (an interest rate
increase of 200 basis points during the year, following the 425 basis point rise in 2022).
The performance of the US economy was better than expected (+2.5% for 2023, compared to +1.9%
for 2022), due to the resilience of the labour market and the fall in inflation which supported consumer
spending. The slowdown in inflation (4.1% for 2023, compared to 8.0% for 2022), allowed the
Federal Reserve to keep interest rates unchanged since the end of July, following the 100 basis
point hikes during the first half-year of 2023.
Economic growth in China (+5.2% for 2023, compared to +3.0% for 2022), was supported by
consumer spending and the industrial sector, as well as by a series of government measures aimed
at stabilising the real estate sector, which had been hit by a prolonged crisis.
In Brazil, GDP growth reached +3.0% for 2023, driven by strong growth in household consumer
spending, despite a restrictive monetary policy with interest rates at 13.75% until the end of July,
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Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
and by the positive performance of the agricultural sector. The fall in inflation (to an average of 4.6%
for 2023, from 9.3% in 2022), allowed the central bank to take the first step towards normalising its
monetary policy, by cutting the benchmark interest rate by 200 basis points between August and
December to then bring it to 11.75% at the end of the year, with interest rates however, still on the
rise in real terms.
Russian economic performance (GDP of +3.6% for 2023, -1.2% in 2022), had benefited from the
expansion of the manufacturing sector thanks to domestic demand, and to new export opportunities
to China, India and other Central Asian countries. Following the abrupt depreciation of the rouble
during the summer months, which had led the Russian central bank to raise interest rates from 7.5%
to 16%, inflation however, accelerated again during the fourth quarter of 2023 (+7.2%), bringing the
average for 2023 to +5.9%.
Exchange Rates
Diverging market expectations for inflation and the monetary policies of central banks, were the key
factors that drove the exchange rate dynamics in 2023.
Key Exchange Rates
US$ per euro
Chinese renminbi per US$
Brazilian real per US$
1Q
2Q
3Q
4Q
Full year average
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
1.07
6.85
5.20
1.12
6.35
5.24
1.09
7.01
4.95
1.07
6.61
4.93
1.09
7.17
4.88
1.01
6.83
5.25
1.08
7.15
4.95
1.02
7.06
5.25
1.08
7.05
5.00
1.05
6.73
5.17
Russian rouble per US$
Note: Average exchange rates for the period. Source: National central banks.
72.80
81.04
87.37
66.36
94.13
59.40
92.79
63.05
85.26
67.89
The narrowing of differences in interest rates between the US and the Eurozone, led to strengthening
of the euro against the US dollar. The euro averaged US$ 1.08 during 2023, having appreciated by
+2.7 % compared to the same period in 2022 (US$ 1.05).
The easing of monetary policy in China to support the economy weakened the renminbi, which
averaged 7.05 against the US dollar during 2023, with a depreciation of -4.5% compared to the same
period in 2022 (renminbi at 6.73), and a depreciation of -7.0% against the euro.
The Brazilian real strengthened further in 2023, both against the US dollar (+3.5%, to an average of
5.00 Brazilian real, compared to 5.17 for the previous year), and against the euro (+0.8% compared
to the same period in 2022). The appreciation of the real was supported by a broad interest rate
differential, compared to the US and the Eurozone, and by better than expected economic growth.
The Russian rouble experienced a negative trend, depreciating by approximately -20% against the
US dollar (to an average of 85.26 for 2023, from 67.89 for the same period in 2022), and by
approximately -22% against the euro. Following a gradual depreciation since the beginning of the
year, the effect of the decline in exports, due to both international sanctions and the drop in demand
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Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
for natural gas from Europe, the rouble stabilised during the fourth quarter due to both the effect of
the rate hike by the central bank, and the reintroduction of controls on capital.
Raw Materials Prices
During the course 2023, raw materials prices continued their path to normalisation, following the
peaks reached in 2022 in the wake of the Russian-Ukrainian crisis.
Raw Materials Prices
Brent (US$ / barrel)
European natural gas (€ / MWh)
Butadiene (€ / tonne)
Natural rubber TSR20 (US$ / tonne)
Note: Data are averages for the period. Source: Reuters, ICIS.
2023
82.2
53
1Q
2022 % chg.
-16%
97.4
-47%
100
970 1,067
-9%
1,373 1,772
2023
78.0 111.8
101
937 1,353
-23% 1,345 1,654
3Q
2Q
2022 % chg.
2022 % chg.
-12%
97.7
-30%
-83%
205
-66%
-31%
-48%
722 1,380
-19% 1,338 1,467
4Q
2022% chg.
88.6
-7%
124 -65%
772 1,203 -36%
-9% 1,454 1,299 12%
2023
82.8
43
2023
86.1
34
35
Annual average
2023
82.3
41
2022% chg.
98.9 -17%
133 -69%
850 1,251 -32%
1,378 1,548 -11%
Brent crude averaged US$ 82.3 per barrel, a drop of -17% from US$ 98.9 in 2022. Expectations of
production cuts by the OPEC+ countries announced in the third quarter, as well as the start of the
conflict in the Gaza Strip in early October, briefly pushed Brent prices above US$ 90 per barrel. They
fell back during the fourth quarter, due in particular to increased oil production in the USA, and a fall
in global demand.
Natural gas prices (TTF) fell during 2023, averaging euro 41 per MWh (megawatt-hour), a decline of
-69% compared to euro 133 for the corresponding period of 2022, a price which reflected the
interruption of gas flows from Russia. Prices decreased during 2023 due to the increased use of
liquefied natural gas (LNG), high European stockpile levels and the increased production of
electricity from renewable sources in Europe.
The price of butadiene fell during 2023, due to the decrease in the price of natural gas, lower logistics
costs and the prospects of a slowdown in global growth. Its average price stood at euro 850 per
tonne, a drop of -32% compared to 2022.
The average price for natural rubber recorded a decline of -11% during 2023, compared to 2022, to
US$ 1,378 per tonne (US$ 1,548 per tonne for 2022), despite a price increase during the fourth
quarter on expectations of stronger demand from China, and a reduction in supply from producing
countries such as Thailand and Indonesia, due to adverse weather conditions.
Trends in Car Tyre Markets
During the course of 2023, the global car tyre market recorded volumes that were consistent with
those of 2022.
15
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
Volume performance for the Original Equipment channel was more sustained than for the
Replacement channel:
+5% for the Original Equipment channel (+6% for the fourth quarter), thanks to a strong
recovery in volumes in APAC and Europe during the fourth quarter;
-2% for the Replacement channel (+3% for the fourth quarter), due to a fall in demand in
Europe and North America, partially offset by a growing APAC market, and a positive fourth
quarter in each Region.
Demand was more resilient for Car ≥18” which grew by +5% compared to 2022 (+8% for Original
Equipment, +3% for Replacement), with a positive fourth quarter for both channels, particularly in
the Europe and APAC regions.
Market demand was weak for Car ≤17” which recorded a -1% decline compared to 2022, (+4% for
Original Equipment, -3% for Replacement).
Trends in Car Tyre Markets
% change year-on-year
1Q 2023
2Q 2023
3Q 2023
4Q 2023
2023
-3.7
4.7
-6.7
2.7
7.4
-0.3
-5.5
3.5
-8.1
1.1
12.2
-2.7
7.2
15.2
2.0
-0.6
10.8
-3.7
-1.2
-0.7
-1.4
1.4
-0.2
2.4
-1.9
-1.0
-2.2
4.1
6.1
3.3
7.2
8.4
6.3
3.2
5.0
2.6
0.0
5.4
-2.0
4.6
7.6
2.6
-1.3
4.4
-3.0
Total Car Tyre Market
Total
Original Equipment
Replacement
Market ≥ 18"
Total
Original Equipment
Replacement
Market ≤ 17"
Total
Original Equipment
Replacement
Source: Pirelli estimates.
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Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
SIGNIFICANT EVENTS OF 2023
to approximately euro 3.5 billion. This
On January 11, 2023, Pirelli placed its first sustainability-linked bond with institutional investors for
a total nominal amount of euro 600 million. With demand equalling almost six times the offer, it
amounted
first benchmark-size
sustainability-linked bond placed by a global tyre company, as well as the first carried out since Pirelli
had obtained its investment grade rating from S&P Global and Fitch Ratings, and is testimony to the
Company’s commitment to further integrate sustainability into its business strategy. The transaction,
which took place as part of the EMTN Programme (Euro Medium Term Note Programme), was
approved by the Board of Directors on February 23, 2022, and offered a 4.25% coupon. These
securities are listed on the Luxembourg Stock Exchange.
issue was
the
On February 7, 2023, Pirelli was confirmed as being amongst the best companies at global level for
sustainability, obtaining a “Top 1%” ranking, the highest recognition in the 2023 Sustainability
Yearbook, which is published by S&P Global and which examines the sustainability profile of more
than 13,000 companies. This result comes after the score recorded by Pirelli in the 2022 Corporate
Sustainability Assessment for the Dow Jones Sustainability Index of S&P Global, where the
Company had obtained the Top Score of 86 points (revised from the initial 85), the highest in the
ATX Auto Components and Automotive sector of the Dow Jones Sustainability World and European
Index.
On February 22, 2023, the Board of Directors co-opted Wang Feng to replace Bai Xinping, whose
resignation was tendered on February 14, 2023, and also proceeded to appoint him as a member of
the Remuneration Committee, the Nominations and Successions Committee and the Strategies
Committee, the roles previously held by Bai Xinping.
On March 6, 2023, subsequent to that which had already been disclosed to the market on February
22, 2023, the China National Tire & Rubber Corporation, Ltd. (“CNRC”) notified the Presidency of
the Council of Ministers, pursuant to Legislative Decree 21/2012 (the “Golden Power Regulation”),
of the agreement to renew the Shareholders’ Agreement (the “Agreement” – of which an updated
extract is available on the Company’s website), which concerns, amongst other things, the corporate
governance of Pirelli, and which had been entered into on May 16, 2022 by and between, amongst
others, the CNRC, Marco Polo International Italy S.r.l., Camfin S.p.A. and Marco Tronchetti Provera
& C. S.p.A.
On June 18, 2023, Pirelli announced - in relation to the proceedings pursuant to the Golden Power
Regulation concerning the renewal of the Agreement (the “Golden Power Proceedings”) – that on
June 16, 2023, it had received notice of the provision with which the Council of Ministers had
exercised its special powers pursuant to Legislative Decree No. 21/2012 (the “Provision”). The
Provision provides for a series of stipulations aimed at setting up a network of measures which will
collectively operate to protect the autonomy of Pirelli and its management, as well as to protect the
technologies and information owned by the Company, which are of strategic importance.
On June 29, 2023, the Shareholders’ Meeting, with more than 99.9% of the capital represented,
approved, the Financial Statements for the 2022 financial year, which closed with a net income for
17
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
the Parent Company of euro 252.5 million and a consolidated net income of euro 435.9 million, and
unanimously resolved to distribute a dividend of euro 0.218 per ordinary share, amounting to a total
dividend pay-out of euro 218 million.
The Shareholders’ Meeting also approved - with the unanimous vote of the attendant capital - to
postpone the discussion of the additional items on the agenda, including the renewal of the Board
of Directors, to the Shareholders’ Meeting of July 31, 2023 (convened on June 20, following the
Golden Power Proceedings).
On July 4, 2023, Pirelli had announced that it had signed an agreement to acquire 100% of Hevea-
Tec, Brazil’s largest independent operator in natural rubber processing. With the acquisition of
Hevea-Tec, for a countervalue in terms of the Enterprise Value of approximately euro 21 million,
Pirelli will increase its market share of the natural rubber supply in LatAm, ensuring itself a continuity
of supply in the Region and, therefore, greater efficiency. The transaction, will enable the start-up of
innovative natural rubber projects with the aim of increasing the use of non-fossil materials in tyres,
consistent with the Company’s objectives, and will allow further improvement in the control of the
natural rubber supply chain as well as the reduction of CO2 emissions, thanks to a “local for local”
supply chain and the launch of new FSC certification projects. The closing of the transaction took
place on January 3, 2024.
On July 24, 2023, Pirelli - with reference to the “EUR 500 million Senior Unsecured Guaranteed
Equity-linked Bonds due 2025” - announced, following the resolution of the Shareholders’ Meeting
of June 29, 2023, to distribute a dividend of euro 0.218 per ordinary share, that the conversion price
of the bonds had been changed from euro 6.1395 to euro 6.0173 in accordance with the regulations
of the bond loan itself.
On July 27, 2023, Pirelli’s Board of Directors approved certain amendments to the Articles of
Association in compliance with the requirements of the Golden Power Provision.
In particular, these amendments concern:
the introduction of a new paragraph 3.3, with the following wording: “In any case, in relation to
the Board’s resolutions concerning the Company’s strategically important assets as identified by
the Prime Ministerial Decree of June 16, 2023, under which special powers were exercised
pursuant to and for the purposes of Article 2 of Legislative Decree No. 21 of March 15, 2012,
converted, with amendments, by Law No. 56 of May 11, 2012, the proposal is reserved for the
Chief Executive Officer and any decision contrary to the same shall only be adopted with the
vote of at least 4/5th of the Board of Directors”;
the introduction of a new paragraph 11.10, with the following wording: “In relation to Board’s
resolutions concerning the appointment and removal from office of Key Managers, and therefore
(i) the General Manager, (ii) the Manager responsible for the preparation of the Corporate
Financial Documents, (iii) the Secretary of the Company’s Board of Directors and, in general (iv)
the managers qualified pursuant to the corporate procedure for Executive Vice Chairman, the
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Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
proposal is reserved for the Chief Executive Officer and any decision contrary to the same shall
only be adopted with the vote of at least 4/5th of the Board of Directors”; and,
the amendment of Section 12.8 in order to recall the Articles of Association that require a qualified
majority for the adoption of certain resolutions.
On July 31, 2023, the Shareholders’ Meeting appointed the Board of Directors for the 2023-2024-
2025 financial years - on the basis of the lists submitted on July 7, 2023 - the Board of Directors set
the number of members at 15, of which nine are independent. The following were appointed as
Directors of the Company: Jiao Jian (appointed Chairman of the Board of Directors by the
Shareholders’ Meeting), Marco Tronchetti Provera, Andrea Casaluci, Chen Aihua, Zhang Haitao,
Chen Qian, Alberto Bradanini, Michele Carpinelli, Domenico De Sole, Fan Xiaohua, Marisa
Pappalardo, Grace Tang, (drawn from the list presented by Marco Polo International Italy S.r.l., also
on behalf of Camfin S.p.A.), Roberto Diacetti, Paola Boromei and Giovanni Lo Storto, (drawn from
the list presented by a group of savings management companies and institutional investors).
The Shareholders’ Meeting also approved the remuneration policy for 2023, and expressed its
favourable opinion on the Report on remunerations paid for the 2022 financial year. The
Shareholders’ Meeting also approved the adoption of the 2023-2025 three-year monetary (LTI) Long
Term Incentive Plan for the management sector of the Pirelli Group, as well as the Directors and
Officers Liability Insurance Policy.
On August 3, 2023, the Board of Directors appointed Marco Tronchetti Provera as Executive Vice
Chairman, attributing to him the powers relative to general strategies and the supervision of the
implementation of the Industrial Plan, and appointed Andrea Casaluci as Chief Executive Officer,
conferring to him the powers for the operational management of Pirelli. Chairman, Jiao Jian was
attributed the legal representation of the Company and the other powers provided for by the current
Articles of Association.
The Board of Directors, has also established - also for the purpose of implementing one of the
requirements of the Golden Power Provision - the Corporate General Management Department,
entrusting its management to Francesco Tanzi.
The Board of Directors - taking into account the new composition of the Board of Directors -
proceeded to appoint the members of the Board Committees - confirmed all the previous Committees
and introduced the Sustainability Committee, with its focus on sustainability issues connected to the
exercise of the Company’s business activities. For more details on the composition of the Board
Committees, reference should be made to the website www.pirelli.com.
Lastly, the Board of Directors, after obtaining the favourable opinion of the Board of Statutory
Auditors, confirmed Fabio Bocchio as the Manager responsible for the preparation of the Corporate
Financial Documents, and Carlo Secchi (Chairman), Antonella Carù and Alberto Bastanzio as
members of the Supervisory Board, in continuity with the previous mandate which expired together
with the Board that had appointed him.
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Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
On August 3, 2023, Pirelli announced that it had signed the renewal of its preventive agreement
with the Agenzia delle Entrate (the Italian Tax Authorities), to continue to benefit from the tax
concessions of the Patent Box, with the exclusion of corporate trademarks, for the 2020-2024 fiscal
years. The tax benefit for the 2020-2022 three-year period was approximately euro 41 million, in
addition to the benefit for 2023 of approximately euro 21 million. The effect on cash flow will be
spread through 2023 to 2025, without any significant impact on cash flow for 2023.
On October 3, 2023 Pirelli - in compliance with the provisions of Article 129 of the CONSOB Issuers’
Regulation 11971/99 - announced the termination, due to its expiry on September 29, 2023, of the
Shareholders’ Agreement between the Silk Road Fund Co., Ltd. and the China National Tire &
Rubber Corporation, Ltd., named the “Amended and Restated Acting-in-concert Agreement”, which
contained Shareholder Agreements concerning Pirelli & C. S.p.A.
On October 10, 2023, Pirelli announced that it had extended its presence in Formula One, as a
Global Tyre Partner, up until at least 2027, with the possibility of an extension by one season. As
part of the renewal of this agreement, at the end of which Pirelli will have been a supplier for 18
consecutive years, Pirelli will also be the sole supplier for the FIA Formula One World Championship,
as well as for the Formula Two and Formula Three Championships. Pirelli will also support the
environmental sustainability targets set by Formula One, which has committed to becoming Net Zero
Carbon by 2030. As of 2024, in fact, all tyres used in FIA Formula One World Championship races
will be certified by the FSC® (Forest Stewardship Council®). This certification ensures the full
traceability of raw materials from forests through the entire supply chain, and guarantees that the
plantations from which the natural components for tyres are sourced, are managed in a way that
preserves their biological diversity, and benefits the lives of local communities and workers while
promoting their economic sustainability.
On October 26, 2023, Pirelli and the Public Investment Fund (PIF) of Saudi Arabia announced that
they had signed a joint venture (“JV”) agreement for the construction of a tyre factory in Saudi Arabia.
The PIF will hold a 75% stake in the JV while Pirelli will hold the remaining 25%, and will be a
strategic and technological partner to support the development of the project, providing technical
and marketing assistance. The total investment in the JV amounts to approximately US$ 550 million.
For Pirelli, whose maximum outlay will be US$ 56 million, the project will have a neutral impact on
the Company’s deleverage targets for 2025. The plant is expected to start production in 2026, and
will have an annual production capacity of approximately 3.5 million tyres. The JV will produce high
quality tyres for the Car segment under the Pirelli Brand, and in addition, will produce and market
tyres under a new local brand for the national and regional market.
On December 9, 2023, Pirelli was confirmed as being included in the Dow Jones Sustainability
World and European Indexes, following the index review conducted annually by S&P Global.
Pirelli obtained the highest score in several management areas, including Business Ethics,
innovation, attention to human rights and health and safety, and climate change management. Top
scores were also obtained for the reduction of CO2 emissions reduction, attention to supplier codes
of conduct, biodiversity management, the environmental sustainability of products and cyber
security. These results earned Pirelli an overall score of 84 points (revised from the initial 83 points),
20
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
the highest score in the Auto Components and Automotive sectors at a global level, which was
significantly higher than the sector average of 26 points in the case of Automotive Components, and
of 33 points for the Automotive sector.
On December 22, 2023, Pirelli signed an agreement with a selected pool of international banks, for
a committed revolving credit facility to the amount of euro 500 million, maturing in four years in
December 2027. The new credit facility, obtained as part of the usual management and optimisation
of the financial structure, allowed for the strengthening of the liquidity margin. Under the agreement
signed with the pool of banks, Pirelli will be able to parameterise the new credit facility to the new
and more challenging Science Based Targets - in keeping with its Commitment to Net Zero - which
the Company will define as part of its new Industrial Plan, after having achieved the decarbonisation
targets initially set for 2025 two years ahead of schedule.
21
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
GROUP PERFORMANCE AND RESULTS
In this document, in addition to the financial measures provided for by the International Financial
Reporting Standards (IFRS), alternative performance indicators derived from the IFRS were used,
in order to allow for a better assessment of the of the Group’s operating and financial performance.
Reference should be made to the section “Alternative Performance Indicators” for a more analytical
description of these indicators.
* * *
Despite the difficult economic, geopolitical and market environment, Pirelli closed 2023 with results
that exceeded the targets announced last November 9, which for profitability and cash generation,
were revised upwards during the year. These results underline the resilience of the business model,
and reflect the implementation of the key programmes of the Industrial Plan.
On the Commercial front:
the reinforced positioning of the Car High Value segment, particularly for Car ≥19”,
Specialities and electric vehicles. During the course of the year, Pirelli recorded volume
growth consistent with the market (equal to +5%) for Car ≥18’’, gaining market share for the
Replacement channel, thanks to an increase in volumes that exceeded that of the market
(+4% for Pirelli, +3% for the market). For Original Equipment Car ≥18” (+6% for Pirelli
volumes, +8% for the market), Pirelli continued with its strategy of focusing on higher tyre rim
diameters (≥19” volumes grew by approximately +4 percentage points and accounted for
82% of Original Equipment ≥18” volumes), and on electric vehicles (which accounted for
approximately 25% of Original Equipment ≥19” volumes, and which grew by +4 percentage
points compared to 2022);
a reduction in exposure to the Standard segment (-8% for Pirelli Car ≤17” volumes,
compared to -1% for the market).
For Pirelli, the differing trends between ≥18” and ≤17” resulted in overall Car volumes dropping
slightly year-on-year, compared to an unchanged overall market (-1% for Pirelli, against a stable
market).
On the Innovation front:
approximately 344 new technical homologations were obtained for the Car sector,
concentrated mainly in ≥19” and Specialties;
for electric vehicles Pirelli can count on a portfolio of approximately 500 homologations at
global level, and a market share for Prestige and Premium Original Equipment which is 1.5
times higher than for internal combustion engines in the same segment, thanks also to the
introduction of the P Zero E, which features a concentration of technology and sustainability.
This new tyre was awarded a Triple A Class rating under European labelling, (for rolling
22
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
resistance, braking in wet conditions and noise), and contains more than 55% of natural and
recycled materials;
strengthened positioning of the SUV segment, with the launch of the Scorpion MS, a
high-performance all-season tyre;
renewal of the Formula One contract until 2027, with the additional possibility of extending
the collaboration for a further season. In addition, beginning from 2024, Pirelli will supply tyres
that are increasingly more sustainable and FSC™ certified;
for the two-wheel business sector, expansion of the range to meet the different needs of
consumers. For Motorbikes, the renewal of the Diablo range had already been completed
during the first half-year with the introduction of the Diablo Supercorsa, the result of twenty
years of experience in the FIM Superbike World Championship. In addition, as of 2024, Pirelli
will be the official supplier of the Road to Moto GPTM project for the Moto2TM and Moto3TM
classes. For Cycling, three new products were launched: two of which are high performance
products with low rolling resistance, and one which is suitable for all surfaces.
The Competitiveness Programme achieved gross benefits of euro 92 million, consistent with
expectations and the project development schedules. These benefits concerned:
the cost of the product, with the modularity and design-to-cost programmes;
manufacturing, through the implementation of Industrial IoT and flexible factory programmes;
SG&A costs, by leveraging an optimised logistics and warehouse network and measures for
negotiating purchases;
organisation, through the recourse to digital transformation.
For the Operations Programme:
plant saturation levels stood at approximately 86% in view of reduced production levels in
China and Russia, with 94% for High Value;
the programme to decarbonise manufacturing plants through the use of renewable energy
sources and energy efficiency programmes continued;
lastly, thanks to the acquisition - announced on July 4 and completed in January 2024 - of
Hevea-Tec, Brazil’s largest independent natural rubber processing company, Pirelli will
increase its market share of the supply of natural rubber in South America.
23
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
For the Digitisation Programme:
following the adoption of the CRM, the new B2B e-commerce platform for integrated and
digitalised business management, it was activated in the main markets of the Europe, North
America, LatAm and APAC regions (excluding China);
coverage of the main factories with Industrial Internet of Things (IioT) technology in order to
improve the efficiency of the production processes, continued;
the centralisation of information into a single Big Data Lake was completed, while the new IT
Service Model project to digitalise operational IT processes, extend support coverage
globally and increase the levels of service on the new platforms, continued;
the strategy for launching Generative AI was developed through a new organisational model,
a new governance process and a technological ecosystem based on key emerging
technologies: AWS, Microsoft (ChatGPT) and Google;
the design of an ecosystem and the creation of a multi-year roadmap for the digitisation of
the processes for sustainability.
On the Sustainability front, during the course of 2023 Pirelli further improved its performance. In
keeping with the objective of carbon neutrality in 2030, the plan to decarbonise the value chain
continued. In terms of absolute CO2 emissions, after having obtained an upgrade from the Science
Based Targets initiative (SBTi) for its own SBT to be consistent with 1.5°C, Pirelli formalised its
commitment to SBTi’s Net Zero standard.
Of significance was the growth in the use of renewable electricity. In 2023, 100% of the electricity
purchased in LatAm was certified to be from renewable sources, as is already the case since 2021
in Europe and since 2022 in North America. At a global level, 80% of the total electricity used was
from renewable sources (62% in 2021 and 74% in 2022), with a decrease in the absolute CO2
emissions of the Group of -17% compared to 2022, and of -51% compared to 2015 (base year of
the Science Based Target for Group sites - Scopes 1 and 2). Absolute emissions from the supply
chain decreased by -10.2% compared to 2022, and by -18.0% compared to 2018 (base year of the
Science Based Target for the supply chain - Scope 3).
Positive results were also achieved through the direct engagement with suppliers, which accounted
for more than 90% of absolute emissions from raw materials, and the involvement of suppliers in the
CDP (Carbon Disclosure Project) supply chain programme, with an 88% response rate (82% in
2022).
On the product front, the percentage of new IP Codes (Product Code identification) placed on the
market, that conformed to the highest classes (A or B) of European labelling in terms of rolling
resistance (an environmental aspect with an indirect impact on vehicle CO2 emissions), rose to 55%
of the total (50% in 2022), consistent with Pirelli’s target of 70% by 2025. In addition, the percentage
24
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
of new IP Codes produced globally with values that conformed to European labelling classes A/B for
grip on wet surfaces (an aspect with a direct impact on safety), including for grip on the ice (ICE
pictogram), rose to 98% of the total (93% in 2022). Revenues from Eco & Safety Performance tyres12
also grew, and reached 72% of total sales for Car (67% in 2022). The average rolling resistance for
Pirelli tyres on the world market, improved by +2% compared to 2022, and by +16% compared to
2015.
The R&D commitment to innovative, renewable and recycled materials was significant, which among
other things led to an acceleration in the use of silica from rice husks, with an increase in volumes
of approximately +10% in total silica consumption (a +5% increase compared to 2022).
Transparency towards consumers is among the central elements: Pirelli has in fact created a new
logo which identifies tyres containing at least 50% of bio-based and recycled materials. An example
of this is the new Pirelli P Zero E and the Pirelli Perfect Fit for Premium and Prestige electric vehicles,
which require dedicated tyres with specific grip and rolling performance and wear resistance. The
new Pirelli P Zero was awarded the Triple A Class rating under European labelling for all sizes (for
rolling resistance, braking in wet conditions and noise), and contains more than 55% of natural origin
and recycled materials13, a claim that has been validated by a third party. An analysis of the life cycle
of the tyre, conducted by Pirelli and validated by Bureau Veritas, shows a -24% reduction in CO2
equivalent emissions, compared to a previous generation Pirelli tyre14. In addition, tyre wear
(expressed in g/1000km) has been reduced by -42% compared to the previous generation15, thanks
to the processes for virtualisation and new materials.
In motorsports, Pirelli was confirmed as the Global Tyre Partner for Formula One until at least 2027,
a partnership that includes sustainability among its key elements. Starting in 2024, all tyres used in
the FIA Formula One World Championship will be FSC® (Forest Stewardship Council®) certified.
This proactive commitment to the protection of biodiversity, continued in 2023 with the development
of a methodology to analyse the state of biodiversity in the natural areas surrounding Pirelli’s
production plants, as well as the impacts and dependencies in these areas. All of Pirelli’s operating
sites around the world, were assessed according to the four fundamental criteria of the TNFD LEAP
framework (Locate, Evaluate, Assess, Prepare)16.
12 Calculated on the total number of labelled products on the global market which are reparametered to European A/B/C labelling values.
13 Thanks to a combination of physical segregation and mass balance. Depending on the tyre size, the content of “bio-based & recycled”
materials varies between 29-31% and 25-27% respectively. The materials of natural origin are natural rubber, textile reinforcements,
natural origin chemicals, bio-resins and lignin, while the recycled materials are metal reinforcements, chemical products and - through
a mass balance approach - synthetic rubber, silica and carbon black. In accordance with ISO 14021.
14 Size 235/45R18 (IP 42865) compared to the same size as the previous generation product (PZ4 IP 27429), in accordance with
ISO 14067 and ISO 14026 as verified by Bureau Veritas.
15 Figures certified by DEKRA.
16 Beta framework v0.4, published in March 2023.
25
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
In the area of sustainable finance, in 2023, Pirelli - the first company in the global tyre sector to do
so - placed a sustainability-linked bond for euro 600 million with more than 190 international
investors, with demand equal to almost six times the offer.
In 2023, Pirelli also confirmed its commitment to the recruitment and development of its own people
by consolidating programmes already activated and continuing programmes to develop talent, and
an environment that is attentive to diversity and inclusion. The presence of women in management
positions has increased globally, reaching 27% in 2023 (24.5% in 2022). The attention to the
protection of health and safety, has led to a further decrease in the accident frequency index, which
was down by -15% in 2023 compared to 2022, and by -19% compared to 2021, (1.69 in 2023,
compared to 1.98 in 2022 and 2.07 in 2021).
Pirelli’s sustainability performance in 2023, again received excellent ratings from the main
Sustainable Finance indexes. Following the annual review of the Dow Jones Sustainability Indexes
by S&P Global, the company recorded the Top Score in the worldwide Auto Components and
Automotive Sector, followed by the highest ranking of “Top 1%” in the 2024 Sustainability Yearbook.
Pirelli was also reconfirmed as a leader in the fight against climate change, and was placed on the
CDP “Climate A List”, as well as being awarded “Prime” status by the ISS ESG, which included Pirelli
among the sector leaders for ESG risk mitigation, and the “ESG Top Rated” badge by Sustainalytics.
Activities in Russia
Pirelli operates in Russia in compliance with international sanctions, and as already disclosed to the
market, has suspended investments in its factories in that country, with the exception of those
intended for the safety and security of carrying out operations. During 2023, Russia accounted for
approximately 4% of turnover for the Group.
Pirelli’s results for 2023 were characterised by:
net sales which equalled euro 6,650.1 million, and exceeded the euro 6.6 billion target, bolstered
by the strong improvement in the price/mix (+8.6% compared, to the target of approximately
+8%), which more than offset the decline in volumes (-1.8%, a target of approximately -2%), and
exchange rate depreciation (-6.3%, consistent with expectations);
EBIT adjusted which equalled euro 1,001.8 million, (euro 985 million was implied by the
guidance in November), had increased by +2.5% compared to euro 977.8 million for 2022, with
profitability at 15.1% (a target of approximately 15%), supported by the contribution of internal
levers (price/mix and efficiencies), which more than offset the impact of raw materials, inflation
and the exchange rate effect;
net income/loss which amounted to an income of euro 495.9 million (euro 435.9 million for
2022), reflected the improved operational performance and the benefits derived from the Patent
26
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
Box. Net income/(loss) adjusted which amounted to an income of euro 595.4 million (euro
570.4 million for 2022), net of one-off, non-recurring and restructuring expenses, of the
amortisation of intangible assets detected during the PPA and of the benefit from the Patent Box
for the 2020-2022 three-year period;
Net Financial Position which at December 31, 2023 showed a debt of euro 2,261.7 million
(a debt of euro 2,552.6 million at December 31, 2022), with a cash generation before dividends
of euro 508.9 million for 2023, an improvement compared to the target of approximately euro
450/470 million. Cash generation before dividends does not include the impact of the acquisition
of Hevea-Tec finalised at the beginning of January 2024, which is instead present in the 2023
targets mentioned above;
a liquidity margin equal to euro 2,981.6 million which covers debt maturities until the first quarter
of 2028;
ROIC (net of goodwill and the intangible components of the PPA) which equalled 20.3%, in line
compared to the figure for 2022 (20.3%) and to the target for 2023 (approximately 20%).
The Group’s Consolidated Financial Statements can be summarised as follows:
(in millions of euro)
Net sales
EBITDA adjusted (°)
% of net sales
EBITDA
% of net sales
EBIT adjusted
% of net sales
Adjustments: - amortisation of intangible assets included in PPA
- one-off, non-recurring and restructuring expenses
EBIT
% of net sales
Net income/(loss) from equity investments
Financial income/(expenses)
Net income/(loss) before taxes
Taxes
Tax rate %
Net income/(loss)
Earnings/(loss) per share (in euro per basic share)
Net income/(loss) adjusted
Net income/(loss) attributable to owners of the Parent Company
2023
2022
6,650.1
1,446.1
21.7%
1,366.3
20.5%
1,001.8
15.1%
(113.7)
(79.8)
808.3
12.2%
15.9
(194.1)
630.1
(134.2)
21.3%
495.9
0.48
595.4
479.1
6,615.7
1,408.3
21.3%
1,335.7
20.2%
977.8
14.8%
(113.7)
(72.6)
791.5
12.0%
5.8
(201.7)
595.6
(159.7)
26.8%
435.9
0.42
570.4
417.8
(°) The adjustments refer to one-off, non-recurring and restructuring expenses to the amount of euro 79.8 million (euro 72.6 million for
2022).
27
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
(in millions of euro)
Fixed assets
Inventories
Trade receivables
Trade payables
Operating net working capital
% of net sales
Other receivables/other payables
Net working capital
% of net sales
Net invested capital
Equity
Provisions
Net financial (liquidity)/debt position
Equity attributable to owners of the Parent Company
Investments in intangible and owned tangible assets (CapEx)
Increases in right of use
Research and development expenses
% of net sales
Research and development expenses - High Value
% of High Value sales
Employees (headcount at end of period)
Industrial sites (number)
12/31/2023
12/31/2022
8,812.1
1,371.4
649.4
(1,999.4)
21.4
0.3%
45.8
67.2
1.0%
8,879.3
5,619.6
998.0
2,261.7
5,494.4
405.7
101.2
288.5
4.3%
269.4
5.4%
31,072
18
8,911.1
1,457.7
636.5
(1,973.3)
120.9
1.8%
42.3
163.2
2.5%
9,074.3
5,453.8
1,067.9
2,552.6
5,323.8
397.7
79.7
263.9
4.0%
247.1
5.3%
31,301
18
For a better understanding of the Group’s performance, the following quarterly performance
figures are provided below:
(in millions of euro)
Net sales
EBITDA adjusted
EBITDA
EBIT adjusted
yoy
organic yoy *
% of net sales
% of net sales
% of net sales
Adjustments: - amortisation of intangible assets included in PPA
- one-off, non-recurring and restructuring expenses
EBIT
Net income/(loss) from equity investments
Financial income/(expenses)
Net income/(loss) before taxes
Taxes
Tax rate %
% of net sales
Net income/(loss)
*before exchange rate effect and hyperinflation in Argentina and Turkey.
1 Q
2 Q
3 Q
4 Q
2023
2022
2023
2022
2023
2022
2023
2022
Total year
2023
2022
1,521.1
1,699.7
11.7%
12.0%
1,675.9
1,737.8
3.7%
9.1%
1,836.3
1,722.7
-6.2%
2.2%
1,489.9
-5.8%
4.8%
1,582.4
359.7
21.2%
350.7
20.6%
248.1
14.6%
(28.4)
(9.0)
210.7
12.4%
2.3
(52.2)
160.8
(45.8)
28.5%
115.0
333.1
21.9%
325.6
21.4%
228.5
15.0%
(28.4)
(7.5)
192.6
12.7%
0.8
(43.6)
149.8
(40.0)
26.7%
109.8
379.4
21.8%
367.9
21.2%
269.3
15.5%
(28.5)
(11.5)
229.3
13.2%
3.9
(54.7)
178.5
(50.9)
28.5%
127.6
362.2
21.6%
350.2
20.9%
253.1
15.1%
(28.5)
(12.0)
212.6
12.7%
1.5
(46.0)
168.1
(44.9)
26.7%
123.2
376.7
21.9%
368.3
21.4%
265.1
15.4%
(28.4)
(8.4)
228.3
13.3%
2.7
(43.3)
187.7
(19.3)
10.3%
383.9
20.9%
367.4
20.0%
271.9
14.8%
(28.4)
(16.5)
227.0
12.4%
0.8
(55.5)
172.3
(46.0)
26.7%
168.4
126.3
330.3
22.2%
279.4
18.8%
219.3
14.7%
(28.4)
(50.9)
140.0
9.4%
7.0
(43.9)
103.1
(18.2)
17.7%
84.9
329.1
20.8%
292.5
18.5%
224.3
14.2%
(28.4)
(36.6)
159.3
10.1%
2.7
(56.6)
105.4
(28.8)
27.3%
76.6
6,650.1
0.5%
6.8%
1,446.1
21.7%
6,615.7
1,408.3
21.3%
1,366.3
1,335.7
20.5%
20.2%
1,001.8
15.1%
(113.7)
(79.8)
808.3
12.2%
15.9
(194.1)
630.1
(134.2)
21.3%
977.8
14.8%
(113.7)
(72.6)
791.5
12.0%
5.8
(201.7)
595.6
(159.7)
26.8%
495.9
435.9
Net sales amounted to euro 6,650.1 million, growth of +0.5% compared to 2022, +6.8% excluding
the combined impact of the exchange rate effect and the adoption of hyperinflation accounting
(totalling -6.3%).
28
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
High Value sales accounted for 75% of total Group revenues (71% in 2022).
The following table shows the changes in net sales performance compared to the same period of
the previous year:
Volume
Price/mix
Change on a like-for-like basis
Exchange rate effect /Hyperinflation accounting in Argentina and Turkey
Total change
1Q
-3.1%
15.1%
12.0%
-0.3%
11.7%
2Q
-1.1%
10.2%
9.1%
-5.4%
3.7%
2023
3Q
-4.6%
6.8%
2.2%
-8.4%
-6.2%
4Q
2.1%
2.7%
4.8%
-10.6%
-5.8%
Total year
-1.8%
8.6%
6.8%
(6.3%)
0.5%
The decline in volumes (-1.8%) during 2023, reflected the strategy of reducing exposure to the
Standard market segment with its lower profitability (-8% for Car ≤17”, compared to -1% for the
market). Positioning in the High Value segment was confirmed, with volume growth for Car ≥18’’ of
+5%, consistent with the market but with a differing trend for each channel: a gain in market share
for Replacement (+4%, compared to +3% for the market), and a selective strategy for Original
Equipment (+6%, compared to +8% for the market).
The price/mix improved considerably: +8.6%, thanks to:
price increases to counter inflation in the cost of production factors, and;
an improved product mix, this latter linked to the gradual migration from Standard to High
Value, and to the improvement in the mix within both segments.
The negative impact of the exchange rate effect: -6.3%, as a result of the weakening of the US
dollar, the renminbi and the currencies of emerging countries against the euro.
Net sales totalled euro 1,489.9 million for the fourth quarter, with organic growth of +4.8% compared
to the same period of 2022, -5.8% including the impact of the exchange rate effect. Specifically,
Pirelli recorded:
volumes (for Car and Motorcycle) which had increased by +2.1%, (-4.6% for the third
quarter, -1.1% for the second quarter, and -3.1% for the first quarter). In the Car segment,
growth was +3.3%, substantially consistent with that of the market (+4%), led by High Value
(+5% for Pirelli Car ≥18’’, compared to +7% for the market), where Pirelli strengthened its
positioning in the ≥18’’ Replacement market (+7% for Pirelli, compared to +6% for the
market), while selectivity continued for Original Equipment ≥18’’ (+4% for Pirelli, compared
to +8% for the market), in favour of higher tyre rim diameters and EVs. Standard (Car ≤17’’)
was stable, compared to +3% for the market;
improvement in the price/mix by +2.7%, due to the effect of price increases carried out in
the preceding quarters, and to improvement in the product mix;
29
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
a negative exchange rate effect (-10.6%), which was impacted by the depreciation of the
main currencies against the euro, and the application of hyperinflation accounting (-5.1% for
the US dollar, -5.8% for the Chinese renminbi, and -36.3% for the Russian rouble).
The performance for net sales according to geographical region was as follows:
(in millions of euro)
Europe
North America
APAC
South America
Russia and MEAI
Total
2023
%
YoY
38.9% -0.5%
25.8% 7.7%
16.8% 2.0%
12.0% -11.8%
6.5% 2.1%
100.0% 0.5%
2,591.9
1,714.9
1,114.6
795.5
433.2
6,650.1
2022
%
39.4%
24.1%
16.5%
13.6%
6.4%
100.0%
EBITDA adjusted amounted to euro 1,446.1 million (euro 1,408.3 million for 2022), with a margin of
21.7% (21.3% for 2022), which reflected the dynamics described in the following paragraph in terms
of EBIT adjusted.
EBIT adjusted for 2023 amounted to euro 1,001.8 million (euro 977.8 million for 2022), with an EBIT
margin adjusted of 15.1%, an improvement compared to 14.8% for 2022. The contribution of internal
levers (price/mix and efficiencies), more than offset the negativity of the external environment.
More specifically, the growth of the EBIT adjusted reflected the positive contribution of the price/mix
(euro +486.2 million) and efficiencies (euro +92.0 million), which more than compensated:
the decline in volumes (euro -51.4 million), the increase in the cost of raw materials (euro
-15.8 million including the impact of the relative exchange rate effect), the negative impact of
inflation in the costs of production factors (euro -230.0 million) and the negative exchange
rate effect (euro -193.5 million);
as well as increased amortisation and depreciation (euro -32.0 million) and other costs (euro
-31.5 million), mainly related to Marketing and Research and Development activities, and to the
reduction in inventories.
EBIT adjusted for the fourth quarter amounted to euro 219.3 million, which was substantially
consistent with euro 224.3 million for the fourth quarter of 2022, thanks to the contribution of the
price/mix (euro +37.6 million) and efficiencies (euro +30.6 million), which together with lower costs
for raw materials (euro +61.2 million), more than compensated for inflation in the costs of
production factors (euro -50.1 million) and the exchange rate effect (euro -79.0 million). The
impact of volumes was positive (euro +13.2 million), which helped reduce the impact of higher
amortisation and depreciation (euro -5.8 million) and of other costs (euro -12.7 million).
30
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
The EBIT margin adjusted for the fourth quarter equalled 14.7%, an improvement of +0.5
percentage points compared to the fourth quarter of 2022 (14.2%), but lower than in previous
quarters due to the seasonal nature of the business.
(in millions of euro)
2022 EBIT adjusted
- Internal levers:
Volumes
Price/mix
Amortisation and depreciation
Efficiencies
Other
- External levers:
Cost of production factors (commodities)
Cost of production factors (labour/energy/other)
Exchange rate effect
Total change
2023 EBIT adjusted
1 Q
2 Q
3 Q
4 Q
Total year
228.5
253.1
271.9
224.3
977.8
(20.4)
198.3
(6.3)
9.8
(0.2)
(77.6)
(68.6)
(15.4)
19.6
248.1
(8.2)
146.6
(9.7)
20.6
(13.6)
(21.6)
(62.2)
(35.7)
16.2
269.3
(36.0)
103.7
(10.2)
31.0
(5.0)
22.2
(49.1)
(63.4)
(6.8)
265.1
13.2
37.6
(5.8)
30.6
(12.7)
61.2
(50.1)
(79.0)
(5.0)
(51.4)
486.2
(32.0)
92.0
(31.5)
(15.8)
(230.0)
(193.5)
24.0
219.3
1,001.8
EBIT for 2023 amounted to euro 808.3 million (euro 791.5 million for 2022), and included the
amortisation of intangible assets identified during the PPA to the amount of euro 113.7 million,
consistent with 2022, and one-off, non-recurring and restructuring expenses to the amount of euro
79.8 million mainly related to the continuation of structural rationalisation measures and to the
impairment, to the amount of euro 24.6 million, of assets located in the Russian subsidiary.
Net income/(loss) from equity investments amounted to an income of euro 15.9 million, (positive
to the amount of euro 5.8 million for 2022), and mainly refers to the pro-rata result of the investment
in the joint venture Xushen Tyre (Shanghai) Co., Ltd, which was positive to the amount of euro 9.5
million (positive to the amount of euro 2.3 million for 2022), and in the joint venture
PT Evoluzione Tyres in Indonesia, which was positive to the amount of euro 0.8 million (positive to
the amount of euro 0.4 million for 2022). Net income/(loss) from equity investments also included
euro 4.3 million in dividends received from non-controlling interests (euro 3.1 million in 2022).
Net financial expenses for 2023 amounted to euro 194.1 million, a slight decrease compared to
euro 201.7 million for the previous twelve months. This difference was primarily linked to the increase
in financial expenses for debt, as a consequence of rising interest rates especially in the Eurozone,
which was offset by a higher fair value measurement of other financial assets held in Argentina for
the purposes of financial risk management.
At December 31, 2023, the cost of debt, calculated as the average cost of debt for the last twelve
months, stood at 5.08%, having increased by 104 basis points compared to December 31, 2022
(4.04%). This increase was mainly due to the aforementioned rising interest rates in the Eurozone.
Taxes for 2023 amounted to euro 134.2 million against a net income before taxes of euro 630.1
million, at a tax rate of 21.3%. The amount for taxes includes the benefit recorded as of the third
quarter, from the application of the subsidised Patent Box taxation regime as a result of the
preventive agreement signed on August 3, 2023, with the Agenzia delle Entrate (the Italian Tax
31
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
Authorities), which equalled euro 41.4 million for the 2020-2022 three-year period, in addition to the
benefit for the 2023 financial year which amounted to euro 20.9 million.
Net income/(loss) amounted to an income of euro 495.9 million, compared to an income of euro
435.9 million in 2022.
Net income/(loss) adjusted amounted to an income of euro 595.4 million, (an income of euro 570.4
million for 2022) calculated by excluding from the net income, not only the adjustments to the
operating income, but also their tax effect and the Patent Box benefit for the 2020-2022 three-year
period. The following table shows the calculations:
(in millions of euro)
Net income/(loss)
Amortisation of intangible assets included in PPA
One-off, non-recurring and restructuring expenses
Taxes
Net income/(loss) adjusted
2023
495.9
113.7
79.8
(94.0)
595.4
2022
435.9
113.7
72.6
(51.8)
570.4
Net income/(loss) attributable to the owners of the Parent Company amounted to an income of
euro 479.1 million, compared to an income of euro 417.8 million in 2022.
Equity went from euro 5,453.8 million at December 31, 2022 to euro 5,619.6 million at December
31, 2023.
Equity attributable to the owners of the Parent Company at December 31, 2023 equalled euro
5,494.4 million, compared to euro 5,323.8 million at December 31, 2022.
This change is shown in the table below:
(in millions of euro)
Equity at 12/31/2022
Translation differences
Net income/(loss)
Fair value adjustment of financial assets / derivative instruments
Actuarial gains/(losses) on employee benefits
Dividends approved
Effect of hyperinflation in Turkey
Effect of hyperinflation in Argentina
Other
Total changes
Equity at 12/31/2023
32
Group
5,323.8
Non-controlling
interests
130.0
(156.9)
479.1
(12.5)
(22.6)
(218.0)
16.1
86.7
(1.3)
170.6
5,494.4
(17.3)
16.8
-
-
(4.9)
-
-
0.6
(4.8)
125.2
Total
5,453.8
(174.2)
495.9
(12.5)
(22.6)
(222.9)
16.1
86.7
(0.7)
165.8
5,619.6
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
The table below shows the reconciliation between the equity of the Parent Company and the
consolidated equity attributable to the Owners of the Parent Company:
(in millions of euro)
Share
Capital
Treasury
reserves
Net income/
(loss)
Total
Equity of Pirelli & C. S.p.A. at 12/31/2023
1,904.4
2,803.4
242.9
4,950.7
Net income/(loss) of consolidated companies (before consolidation adjustments)
Share capital and reserves of consolidated companies (before consolidation adjustments)
Consolidation adjustments:
- carrying amount of equity investments in consolidated companies
- intragroup dividends
- other
-
-
-
-
-
-
508.8
508.8
4,634.6
-
4,634.6
(4,596.3)
-
(4,596.3)
278.6
(278.6)
(9.4)
6.0
479.1
0.0
(3.4)
5,494.4
Consolidated equity of the Group at 12/31/2023
1,904.4
3,110.9
Net financial position showed a debt of euro 2,261.7 million, compared to a debt of euro 2,552.6
million at December 31, 2022. It was composed as follows:
(in millions of euro)
12/31/2023
12/31/2022
Current borrowings from banks and other financial institutions
- of which lease liab ilities
Current derivative financial instruments (liabilities)
789.5
99.1
18.2
Non-current borrowings from banks and other financial institutions
3,174.7
- of which lease liab ilities
Non-current derivative financial instruments (liabilities)
Total gross debt
Cash and cash equivalents
Other financial assets at fair value through Income Statement
Current financial receivables **
Current derivative financial instruments (assets)
Net financial debt *
Non-current derivative financial instruments (assets)
Non-current financial receivables **
Total net financial (liquidity) / debt position
383.4
-
3,982.4
(1,252.8)
(228.8)
(106.1)
(7.3)
2,387.4
(12.9)
(112.8)
2,261.7
800.4
89.0
15.0
3,690.1
396.5
-
4,505.5
(1,289.7)
(246.9)
(270.9)
(14.2)
2,683.8
(26.4)
(104.8)
2,552.6
* Pursuant to CONSOB Notice of July 28, 2006 and in compliance with the ESMA guidelines regarding disclosure requirements pursuant to
the Prospectus Regulation applicable from May 5, 2021.
** The item "financial receivab les " is reported net of the relative provisions for impairment which amounted to euro 11.0 million at December
31, 2023 (euro 10.5 million at December 31, 2022).
33
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
The structure of gross debt which amounted to euro 3,982.4 million, was as follows:
(in millions of euro)
Convertible bond
Bond SLB EUR 600m 4.25% due 01/28
Schuldschein
Bilateral EUR 300m ESG 2023 2.5y facility
Bilateral EUR 400m ESG 2021 3y facility
Club Deal EUR 1.6bn ESG 2022 5y
Club Deal EUR 800m ESG 2020 5y
Bank debt held by subsidiaries
Other financial debt
Lease liabilities
Total gross debt
12/31/2023
480.2
594.9
20.0
299.5
399.6
598.2
798.4
224.8
84.3
482.5
3,982.4
within 1 year
-
-
-
-
399.6
-
-
224.8
84.2
99.1
807.7
20.3%
between 1 and 2 between 2 and 3 between 3 and 4 between 4 and 5 more than 5 years
Maturity date
480.2
-
20.0
-
-
-
798.4
-
0.1
84.9
1,383.6
34.7%
-
-
-
299.5
-
-
-
-
-
67.1
366.6
9.2%
-
-
-
-
-
598.2
-
-
-
56.7
654.9
16.4%
-
594.9
-
-
-
-
-
-
-
48.4
643.3
16.2%
-
-
-
-
-
-
-
-
-
126.3
126.3
3.2%
At December 31, 2023, the Group had a liquidity margin of euro 2,981.6 million consisting of euro
1,500.0 million in unutilised committed credit lines (increased by euro 500 million compared to
December 31, 2022, due to the new revolving credit facility signed in December 2023), euro 1,252.8
million in cash and cash equivalents, and euro 228.8 million in financial assets at fair value through
the Income Statement. The liquidity margin guarantees coverage for maturities for borrowings from
banks and other financial institutions, until the first quarter of 2028.
Net cash flow for 2023, in terms of change in the net financial position, is summarised as follows:
(in millions of euro)
EBIT adjusted
Amortisation and depreciation (excluding PPA amortisation)
Investments in intangible and owned tangible assets (CapEx)
Increases in right of use
Change in working capital and other
Operating net cash flow
Financial income / (expenses)
Taxes paid
Cash-out for one-off, non-recurring and restructuring expenses
Dividends paid to minority shareholders
Differences from foreign currency translation and other
1 Q
2 Q
3Q
4Q
2023
248.1
111.6
(53.2)
(15.1)
(868.8)
(577.4)
(52.2)
(29.0)
(12.6)
-
(20.2)
2022
228.5
104.6
(48.6)
(8.1)
(841.6)
(565.2)
(43.6)
(32.9)
(23.6)
-
(7.6)
2023
269.3
110.1
(70.3)
(26.5)
(6.8)
275.8
(54.7)
(32.3)
(10.2)
(3.9)
(18.2)
2022
253.1
109.1
(67.1)
(33.2)
138.6
400.5
(46.0)
(71.5)
(11.9)
(24.4)
(37.5)
2023
265.1
111.6
(77.7)
(27.5)
(0.4)
271.1
(43.3)
(43.8)
(8.8)
0.3
(8.3)
2022
271.9
112.0
(73.0)
(9.2)
(49.6)
252.1
(55.5)
(46.8)
(11.0)
(0.2)
1.9
2023
219.3
111.0
(204.5)
(32.1)
961.4
1,055.1
(43.9)
(33.9)
(8.5)
0.1
(92.3)
2022
224.3
104.8
(209.0)
(29.2)
830.5
921.4
(56.6)
(54.3)
(11.8)
0.2
39.8
Total
2023
1,001.8
444.3
(405.7)
(101.2)
85.4
2022
977.8
430.5
(397.7)
(79.7)
77.9
1,024.6
1,008.8
(194.1)
(139.0)
(40.1)
(3.5)
(139.0)
(201.7)
(205.5)
(58.3)
(24.4)
(3.4)
Net cash flow before dividends paid by the Parent Company
(691.4)
(672.9)
156.5
209.2
167.2
140.5
876.6
838.7
508.9
515.5
Dividends paid by the Parent Company
Net cash flow
-
-
(691.4)
(672.9)
-
156.5
(159.9)
49.3
(217.8)
(50.6)
(0.3)
140.2
(0.2)
876.4
(0.8)
837.9
(218.0)
290.9
(161.0)
354.5
Net cash flow before dividends for 2023 amounted to euro +508.9 million, compared to euro
+515.5 million in 2022. Excluding the impact of the 2020-2022 three-year Long-Term Incentive (LTI)
for management to the amount of euro 67 million, disbursed during the second quarter (there was
no disbursement in 2022, as the plan had not come to an end), cash flow before dividends had
improved by approximately euro 60 million compared to 2022.
Operating net cash flow for 2023 amounted to a positive euro 1,024.6 million (euro 1,008.8 million
for 2022) and reflected:
the improved operating performance (EBITDA adjusted for 2023 amounted to euro 1,446.1
million, compared to euro 1,408.3 million in 2022);
investments in property, plant and equipment and intangible assets which amounted to euro
405.7 million in 2023 (compared to euro 397.7 million in 2022), aimed mainly at High Value
34
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
activities, at the constant improvement of the mix and quality in all factories, and at the increase
in production capacity in Mexico and Romania;
an increase in the right of use of euro 101.2 million in 2023 (euro 79.7 million in 2022);
a cash generation of “working capital and other” during the course of 2023 of euro 85.4 million,
compared to euro 77.9 million in 2022).
Specifically, this trend in “working capital and other” was characterised by:
o
o
o
o
the careful management of inventories (20.6% of revenues in 2023) a reduction of -1.4
percentage points compared to December 2022 (22.0%), thanks to the measures put in
place as of the second half of 2022, for the reduction of raw materials inventories, which
had previously been increased to ensure the continuity of business in the factories
following the tensions between Russia and Ukraine. Finished product inventories were
stable (approximately 16% of revenues for 2023, substantially consistent with the figure
at December 31, 2022);
trade receivables which accounted for 9.8% of revenues in 2023, consistent with the
figure at December 31, 2022 (9.6%);
trade payables which accounted for 30.1% of revenues in 2023, substantially in alignment
with the figure at December 31, 2022 (29.8%);
the negative impact of the payment totalling approximately euro 67 million to the Group’s
management, for the 2020-2022 LTI.
Net cash flow for 2023 also highlighted the following performances compared to 2022:
financial expenses were lower by euro 7.6 million;
taxes paid were lower by a total amount of euro 66.5 million, mainly attributable to the
payment in 2022 of withholding taxes on dividends paid between companies of the Group,
as well as higher income tax paid in 2022 for advance tax payments and/or tax balances;
payments related to non-recurring and restructuring expenses were lower by a total amount
of euro 18.2 million;
dividends paid to minority shareholders were lower by euro 20.9 million;
the impact of the item “differences from foreign currency translation and other” which was
higher by euro -135.6 million.
Net cash flow before dividends for the fourth quarter of 2023 was positive to the amount of euro
876.6 million, compared to euro 838.7 million for the previous year. Cash flow performance for the
quarter, compared to the fourth quarter of 2022, was mainly attributable to the optimal management
of inventories.
35
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
RESEARCH AND DEVELOPMENT
Research and Development plays a central role at Pirelli. The activity, which involves approximately
2,100 people, (equal to approximately 7% of the total workforce of the Group) spread between its
Milan headquarters and its twelve technology centres located all over the world, is based on an
“Open Innovation” model, that involves external partners – suppliers, universities and the vehicle
manufacturers themselves – in order to anticipate the sector’s technological innovations and meet
the needs of the end consumer. Central to Pirelli’s innovation strategy is the Eco-Safety Design
approach, which aims to maximise its environmental performance and at the same time, safety for
people, by embracing the entire life cycle of the product with a view to a circular economy.
A part of this is the collaboration between Pirelli and the Milan Polytechnic, which continued during
the course of 2023, and which involved the integrated use of the university’s dynamic simulator with
the static simulator at Pirelli’s Milan R&D centre, for the virtual development of tyres which is
fundamental to Pirelli’s Eco-Safety strategy. In addition, Pirelli and the University of Milan-Bicocca
renewed their CORIMAV partnership for research in eco-friendly materials and processes. In over
20 years, CORIMAV has funded 55 Doctoral Scholarships, and filed 24 patents for innovative
materials and processes. A further 18 Doctoral Fellowships are planned over the next six years. This
joint research has already led to the market launch of a series of tyres made from more sustainable
materials, such as lignin and nano-silicates (SmartNet Silica).
Research and Development expenses for 2023 totalled euro 288.5 million, (4.3% of net sales),
of which euro 269.4 million was earmarked for High Value activities (5.4% of High Value
revenues).
The development of CYBER™ technologies also continued, which, thanks to sensor technology
implantable inside the tyre, will contribute in collecting and making essential information available to
increase the performance and driving safety of vehicles. The Pirelli Cyber Tyre system, consisting
of a sensor in each of the tyres and software integrated into the car’s electronics, was installed in
2021 for the first time in the world, on the McLaren Artura.
In this regard, it should be noted that the Council of Ministers, as part of the “Golden Power
Procedure” – initiated in relation to the renewal of the Shareholders’ Agreement, which concerns
the governance of Pirelli, signed on May 16, 2022 by the China National Tire & Rubber Corporation
Ltd., Marco Polo International Italy S.r.l., Camfin S.p.A. and Marco Tronchetti Provera & C. S.p.A. –
with the adoption of the provision with which it exercised its special powers, pursuant to Legislative
Decree No. 21/2012, communicated to Pirelli on June 16, 2023 (the “Provision”), has observed,
among other things, that the CYBER™ technology which is implantable in tyres, constitutes an asset
of strategic importance pursuant to and for the purposes of the aforementioned Legislative Decree.
The CYBER™ sensor is able to collect data and transmit it to the vehicle, which, through the 5G
network and in geo-localised form, makes it available to cloud processing systems and
supercomputers for the creation of, by means of artificially intelligent algorithms, complex digital
models that can be used, among other things, in cutting-edge use cases such as smart cities and
digital twins.
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Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
The acceleration in the process of introducing driving assistance systems (which in the future will
evolve towards systems for autonomous driving), reinforces the need to obtain data from the vehicle
and, in particular from the tyre, which as the vehicle’s only point of contact with the road, is able to
provide a range of information of value for the control and safety of the car (such as, for example,
the amount of friction available). It is clear in fact, that in the future a self-driving car will need to be
aware in real time, of the behaviour of the vehicle, the surrounding vehicles and the infrastructure
system, which will in turn require new functionalities in the tyre.
Pirelli, a pioneer in the development and production of sensorised tyres through the use of CYBER™
technology, is already supplying this technology to a leading electric vehicle manufacturer, with the
objective of enabling the use of sensorised tyre data to optimise the safety performance of the
vehicles themselves. At the same time, with the aim of implementation on a larger scale, Pirelli has
launched a project to integrate CYBER™ data directly into the vehicle control system, through the
collaboration with a first-level Systems Integrator. CYBER™ technology will therefore not have to be
integrated into the vehicle each time through dedicated projects with the individual Original
Equipment Manufacturers (car makers), but will be embedded directly in the vehicle control unit
supplied by the Systems Integrator, in this way making the complete system available to all car
manufacturer customers. Having completed the initial phase of a “feasibility study”, the Company is
studying a potential joint development programme, to be finalised through pilot projects, for the so-
called Prestige and Premium vehicles which are expected to be on the market between 2024 and
2027. The expected benefits, thanks to the data generated by the CYBER™ system, will lead to a
significant improvement in the safety performance of vehicle control systems.
The data collection system, based on CYBER™ technology, is then able to interact with the
infrastructure/smart city. To date, in particular, it is already possible to detect and process data on
road surface conditions. This enables motorway operators to: (a) increase the frequency and
capillarity of monitoring the state of the infrastructure; (b) plan maintenance effectively and efficiently,
and; (c) inform consumers about possible hazardous conditions on motorways, and also provide
their geolocation. The first experimental phase of the service is planned to be implemented in 2024,
with an extension starting in 2025.
The ability to gather important information from vehicles on the market on effective tyre usage
patterns, to process this information through artificially intelligent algorithms, and to then integrate it
into virtual development, is an important competitive factor for products. In particular, artificial
intelligence and machine learning are used to work in synergy with the models developed for
processing the data obtained from the sensors, in order to adequately refine the results obtained.
An example of this is the “Tyre Wear” algorithm for the determination of the state of tyre wear, which
is currently in use on a fleet of rental cars with drivers. Furthermore, the data collected from the
sensors installed in the tyres of the vehicles of a given fleet or of individual users, are used in the
virtual design of new products. Today, the development of all new product ranges actually passes
through an initial virtual phase, followed by a scaled-down physical verification phase.
In essence, the widespread knowledge of tyre behaviour in the multiplicity of real conditions of use,
makes it possible to refine and train virtual simulation models, which are used in the first design
37
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
phase of new products, making them increasingly capable of simulating the performance they will
deliver under the real conditions of use.
Taking the Provision into account, the competent body of the Company appointed for this task, in
the application of the Provision itself, that is to say, the Director with sole authority over the security
organisation (“Security Organisation”), in compliance with the obligations imposed upon it, has
carried out the necessary in-depth investigations to precisely identify the relevant sectors related to
CYBER™ technology, in order to ensure the proper implementation of the requirements contained
in the said Provision.
As a result of these these in-depth analyses, it emerged that the relevant technologies related to the
CYBER™ sensor include, the Digital business functions located in Italy related to the Data Science
activities, including the Digital Solutions Centre in Bari, as well as the activities and functions of the
Research and Development Digital Systems, the Industrial IoT and Innovation and digital products.
In addition, the Research and Development activities and functions based in Milan, related to
Modelling, Product Pre-development and Experimentation, are closely linked and connected to
CYBER™ technology.
For further details on the Golden Power Procedure, the requirements of the Provision and on the
role of the Security Organisation, please refer to the Report on the Corporate Governance and
Ownership Structure contained in the 2023 Annual Report.
INNOVATION IN PRODUCTS, MATERIALS AND PRODUCTION PROCESSES
During the course of 2023, collaborations with the leading manufacturers of Prestige and Premium
vehicles continued, and more than 340 new technical homologations were obtained, mainly
concentrated in ≥19” rim diameters and Specialties. The Car segment further strengthened its
positioning in the electric car market, with a market share of the Prestige and Premium Original
Equipment segment which is 1.5 times higher than that for internal combustion engines in the same
segment. At the IAA Mobility Motor Show in Munich, Pirelli confirmed itself as the leading brand in
tyres for Prestige and Premium electric cars. Pirelli, in fact, had fitted almost 25% of the BEVs
(battery electric vehicles) and 30% of the plug-in hybrids, with products from different lines – from P
Zero to Scorpion – but all sharing the “Elect” labelling which distinguishes products made specifically
for electric cars.
In the Prestige segment, amongst the new features introduced was the homologation of 10 different
tyres to equip the Lotus Eletre, the first electric hyper-SUV from this British manufacturer.
In the Premium segment, however, the special relationship with companies such as Alfa Romeo,
Audi, BMW, Mercedes, Jaguar, Land Rover and Ford continued. In 2023, among other things, Pirelli
received the prestigious “Supplier of Excellence Award” from Jaguar Land Rover (JLR). The Pirelli
P Zero Elect tyre was chosen by BMW M to equip the BMW i4 M50, the first fully electric car from
BMW’s top performance division.
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Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
The offering for electric vehicles was enriched in 2023 with the launch of P Zero E, a product with an
elevated technological content and greater sustainability, which joins the other P Zero tyres in the
range developed for Premium and Prestige electric vehicles which, due to the characteristics of the
vehicles themselves, require dedicated tyres with specific grip performance, rolling resistance and
wear resistance.
The new tyre was awarded the Triple A Class rating under European Labelling for all sizes (for rolling
resistance, rolling resistance, braking in wet conditions and noise), and contains more than 55% of
natural origin and recycled materials, a claim for which, for reasons of maximum transparency, Pirelli
has obtained third-party verification. Transparency towards consumers is central: Pirelli has created
a new logo that identifies tyres containing at least 50% of organic-based and recycled materials.
An analysis of the life cycle of the tyre, conducted by Pirelli and verified by Bureau Veritas, shows a
-24% reduction in CO2 equivalent emissions compared to a Pirelli tyre of a previous generation. In
addition, tyre wear (expressed in g/1000km) has been reduced by -42% compared to the previous
generation, thanks to virtualisation and new materials. These are results that have never before been
achieved in the UHP tyre market. In addition, the P Zero E offers the new Pirelli RunForward
technology, which allows the tyre to continue being driven for approximately 40 km following a
puncture, at a maximum speed of 80 km/h.
During 2023, the Pirelli P Zero R was also introduced. A tyre for the highest performing supercars,
but which is suitable for everyday use. This new product makes use of the close collaboration
between Pirelli and top segment car manufacturers, who are supplied with tyres developed
specifically for the various models and with characteristics that are in keeping with current market
demands. For the P Zero R, in addition to the performance demanded by these cars, Pirelli engineers
have worked to give it progressive behaviour, control in different driving conditions on both dry and
wet surfaces, reduced rolling resistance and noise, and a consistency of performance during more
sporting use.
The Pirelli P Zero Trofeo RS, on the other hand, represents the peak of the range for track
performance. This is a semi slick tyre, homologated for road use, designed primarily as Original
Equipment for hypercars for which dedicated versions have been developed. The main features of
the P Zero Trofeo RS are an even higher level of circuit performance, more consistent performance
and safety in the wet compared to the previous generation.
Positioning in the SUV segment was also strengthened with the launch of the Scorpion MS, a high-
performance all-season tyre. As the successor to the Scorpion Verde All Season and Scorpion Zero
All Season, this new tyre has been designed according to the Eco-Safety Design approach, which
combines high safety performance with reduced environmental impact. The result is better grip on
both dry and wet surfaces, as well as reduced rolling resistance compared to previous products.
Furthermore, to meet the needs of the countries it is aimed at, the Pirelli Scorpion MS emphasises
mileage, a characteristic sought after by US drivers, and comfort, a quality demanded by Asian
markets. Finally, in having to equip vehicles with a high driving position, the new Scorpion MS is
capable of running on off-road sections and on snow.
39
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
For the Motorbike sector, the renewal of the Diablo range was completed with the introduction of the
Diablo Supercorsa – the result of twenty years of experience in the FIM Superbike World
Championship.
The DIABLO Supercorsa V4 (V4 indicates the fourth series), is a totally new product, compared to
its predecessor the DIABLO Supercorsa V3, in terms of tread design, compounds, structures and
profiles, in both the SC racing version and the SP race replica version.
Also presented was SCORPION Trail III, Pirelli’s new road enduro tyre, dedicated to maxi enduros,
which combine excellent performance on asphalt and on light off-road surfaces. Compared to its
predecessor the SCORPION Trail II, this new tyre provides significantly improved road handling and
sportier behaviour, thanks to excellent grip as well as improved performance in wet conditions. In
addition, the SCORPION Trail III ensures stability even under a full load and is able to interact better
with the bike’s electronic systems. Lastly, with regard to off-road riding, abrasion resistance has been
significantly improved, which is an important characteristic for those who like to venture off-road.
In Cycling, the P ZERO Race TT and Road TLR, the Cinturato Road and Gravel RC-X and the
SmarTUBE EVO and X inner tubes were launched, which renewed and expanded the range of
products dedicated to sports men and women and cycling enthusiasts. In March 2023, the production
of cycling tyres at the Pirelli plant in Bollate also saw the introduction of Tubeless-ready (TLR)
versions of the P ZERO Race, confirming its leadership as the only factory in Italy to produce “Made
in Italy” bicycle tyres on an industrial scale.
COMMITMENT TO MOTORSPORTS
In the history of Pirelli, motorsports have always played a major role. The Company has been
involved in competitions for 117 years, starting with the feat achieved in 1907 by Prince Scipione
Borghese, who won the Paris-Beijing motor race in an Itala fitted with Pirelli tyres. Today, there are
more than 350 competitions in which Pirelli participates each year. Thanks to its commitment to
sustainability in Motorsport, Pirelli is the first and only tyre manufacturer in the world to have been
awarded Three Star Certification from the Environmental Accreditation Programme promoted by the
FIA.
In October Pirelli was confirmed as the Global Tyre Partner for Formula One up until at least 2027,
(with the possibility of the extension for a further season), a partnership that puts sustainability at the
core and which as of 2024, will mean that all tyres used in FIA Formula One World Championship
races will be certified by the FSC® (Forest Stewardship Council®).
Pirelli has also been present in rally racing since the inaugural season of the World Championship
in 1973, and in the role of sole tyre supplier from 2021 to 2024.
In Grand Touring a single family of tyres, the P ZERO DHF, was developed which is capable of
covering the specific needs of all classes of racing, including its debut in the DTM, amongst the
40
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
world’s top motorsport competitions, adding to the already more than 350 championships for which
Pirelli is a supplier on five continents.
Once again this year Pirelli has participated, in some cases as sole supplier and in others in open
competition among tyre manufacturers, in over 100 of the most important international and national
motorbike competitions, both on and off the track. Those on asphalt, in addition to the FIM Superbike
World Championship, also include the FIM Endurance World Championship and, at national level
include the British Superbike, the Italian Speed Championship, the German IDM Championship and
the France Superbike Championship, to name but a few.
In 2023, Pirelli continued its commitment in the role of Official Tyre Supplier for all classes of the
MOTUL FIM Superbike World Championship. This technical partnership, which began in 2004, can
claim the record for the longest running single tyre supplier ever in the history of international motor
sport, and has been continually sustained by intense research and development work. Since 2004,
Pirelli has provided a total of more than 1 million racing tyres for the Superbike circuits, with the
development of 750 new solutions during the period of collaboration stipulated in contracts. The
DIABLO Superbike and DIABLO Supercorsa tyres have successfully been used by 1,438 riders in
the World Championship, have competed in 1,105 races for a total of 18,891 laps and 2.9 million
kilometres travelled in races, equal to almost eight times the distance between the Earth and the
Moon. For the 2023 season, Pirelli had developed a soft SC0 compound front tyre capable of
balancing the very high level of grip offered by the soft solutions on the rear axle. Riders in the
Supersport 300 World Championship, on the other hand, have used a new set of DIABLO Superbike
tyres, with SC1 front and SC2 rear compounds, which use a percentage of renewable materials in
place of fossil fuels. Pirelli and Dorna WorldSBK Organisation have extended their partnership for a
further three years: Pirelli will in fact be the sole Official Tyre Supplier for all classes of the FIM
Superbike World Championship up to and including the 2026 season.
Starting in 2024, Pirelli will be the official supplier of the Road to Moto GP project for the Moto2 and
Moto3 classes.
This commitment has also been confirmed in off-road competitions, first and foremost in the FIM
Motocross World Championship, in which Pirelli can boast a list of 81 world titles and for which it will
be an official tyre supplier until 2025. For 2023, Pirelli can boast no fewer than four riders among the
top five in the overall MXGP classification, while it monopolised all the top five positions in the MX2.
Then there is the FIM Supercross World Championship (WSX) and the AMA Supercross, as well as
numerous national motocross championships.
In the field of cycling, Pirelli has been supplying MTB tyres to the athletes of the TREK Factory
Racing team since 2023. The signing of the three-year agreement flanks the collaboration which
started in 2020 with the TREK-Segafredo World Tour Team. The team will race with Pirelli’s Scorpion
XC range of tyres dedicated to cross country racing, and with the brand new Scorpion Race EN and
Race DH, which the athletes of the TREK Factory Racing teams will bring to the most selective and
challenging trials of their respective disciplines, such as the newly-formed UCI MTB World Series,
and whose feedback will be instrumental to the development of a new line of Scorpion tyres
41
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
particularly geared towards competitions, and which will showcase the new Pirelli plant in Bollate
(Milan).
For further information on the sustainability aspects of products – also for Motorsports – and on new
materials, reference should be made to the section of the Annual Report entitled “Report on
Responsible Value Chain Management”, which constitutes
the Company’s consolidated
non-financial Declaration pursuant to Legislative Decree No. 254/2016.
42
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
PARENT COMPANY HIGHLIGHTS
The table below shows a summary of the main Income Statement and Statement of Financial
Position figures:
(in millions of euro)
12/31/2023
12/31/2022
Operating income/(loss)
Financial income/(expenses)
Net income/(loss) from equity investments
Taxes
Net income/(loss)
Financial assets
Net Equity
Net Financial Position
(11.3)
(45.7)
277.3
22.6
242.9
4,681.6
4,950.7
1,374.7
(3.7)
(37.9)
277.3
16.8
252.5
4,677.3
4,938.0
1,451.6
Operating income/(loss) attributable to the owners of the Parent Company amounted to a loss of
euro 11.3 million, compared to a loss of euro 3.7 million in 2022. For 2023 this item included
restructuring expenses of approximately euro 6 million.
Net financial expenses amounted to euro 45.7 million, compared to euro 37.9 million for the
previous financial year. This worsening was mainly attributable to higher expenses for financial debt
as a result of the rise in interest rates in the Eurozone.
Net income/(loss) from equity investments amounted to an income of euro 277.3 million,
consistent with the previous financial year, and refers to euro 275 million in dividends distributed by
the subsidiary Pirelli Tyre S.p.A.
Taxes for 2023 were positive to the amount of euro 22.6 million, compared to the positive amount of
euro 16.8 million in 2022.
43
Pirelli & C. S.p.A. – 2023 Annual Report
Directors’ Report on Operations
The following is a summary of the values of the main financial assets:
(in millions of euro)
12/31/2023
12/31/2022
Investments in subsidiaries
- Pirelli Tyre S.p.A.
- Pirelli Ltda.
- Pirelli Uk Ltd.
- Pirelli Group Reinsurance Company S.A.
- Pirelli Servizi Amministrazione e Tesoreria S.p.A.
- Pirelli International Treasury S.p.A.
- Other companies
Total equity investments in subsidiaries
Investments in associates and other financial assets at fair value
through Other Comprehensive Income
- Eurostazioni S.p.A. - Roma
- RCS MediaGroup S.p.A. - Milano
- Fin. Priv S.r.l.
- Fondo Comune di Investimento Immobiliare Anastasia
- Istituto Europeo di Oncologia S.r.l.
- Other
Total investments in associates and other financial assets at fair
value through Other Comprehensive Income
4,528.2
8.4
-
6.3
3.2
75.0
3.3
4,624.4
6.3
18.3
23.4
0.1
8.4
0.7
57.2
4,528.2
8.4
-
6.3
3.2
75.0
3.4
4,624.5
6.3
16.6
18.9
1.8
8.1
1.1
52.8
Total financial assets
4,681.6
4,677.3
Equity went from euro 4,938.0 million at December 31, 2022 to euro 4,950.7 million at December
31, 2023, as detailed below:
(in millions of euro)
Equity at 12/31/2022
Net income/(loss) for the financial year
Dividends approved
Other components of Comprehensive Income
Equity at 12/31/2023
The table below shows the composition of equity:
(in millions of euro)
Share capital
Legal reserve
Share premium reserve
Concentration reserve
Merger reserve
Other reserves
Other O.C.I. reserves
Retained earnings reserve
Net income/(loss) for the financial year
Total Equity
44
4,938.0
242.9
(218.0)
(12.2)
4,950.7
12/31/2023
12/31/2022
1,904.4
380.9
630.4
12.5
1,022.9
133.7
28.5
594.5
242.9
4,950.7
1,904.4
380.9
630.4
12.5
1,022.9
133.7
40.9
559.8
252.5
4,938.0
Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
RISK FACTORS AND UNCERTAINTY
The uncertainty of the macroeconomic environment, the instability of the financial markets, the
complexity of management processes and continuous regulatory changes, demands the capacity to
protect and maximise the tangible and intangible sources of value which characterise the Company’s
business model. Pirelli has adopted a proactive risk governance model, which through the systematic
identification, analysis and assessment of risk areas, provides the Board of Directors and
management with the instruments needed to anticipate and manage the effects of such risks. The
Pirelli Risk Model systematically assesses three categories of risks:
1. External Risks
Risks whose occurrence is outside the sphere of influence of the Company. This category includes
risks related to macroeconomic trends, to the evolution of demand, to competitor strategies, to
technological innovation, to the introduction of new regulations and to country specific risks
(economic, security related, political and environmental risks).
2. Strategic Risks
Risks that are characteristic of the relevant business, the proper management of which is a source
of competitive advantage, or otherwise, a cause of failure to achieve economic and financial
objectives. This category includes areas of risk linked to markets, to innovation in products and
processes, to human resources, to production processes, to financial risks and risks connected to
mergers and acquisitions.
3. Operational Risks
Risks generated by organisation and corporate processes, whose assumption does not result in any
competitive advantage. These types of risks include amongst others, Information Technology,
Business Interruption, Legal & Compliance, Health, Safety & Environment and Security related risks.
In addition to the risk categories mentioned above, are the emerging risks related to climate change
and water stress. To date, these risks are potentially difficult to quantify, as their manifestation is
expected mainly in the medium to long-term, and their identification and assessment to date shows
a high degree of volatility and interdependence.
For further details on risk governance, assessment techniques and mitigation measures, reference
should be made to Pirelli’s corporate website.
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EXTERNAL RISKS
Risk Related to the Macroeconomic Outlook
Global economic growth was moderate during 2023, in the wake of still high consumer price
pressures, restrictive monetary policies and rising geopolitical tensions. The US, which was
particularly bolstered by the resilience of its labour market and domestic consumer spending,
combined with China’s gradual recovery following a long period of Zero-Covid policy restrictions,
nevertheless presented higher than expected growth factors. As far as 2024 is concerned, the
cumulative effects of the interest rate hikes of the past two years, will still weigh on the global
economy, despite expectations of an overall loosening of monetary policies during the course of the
year and a gradual decline in inflation, and will result in a further year of global growth that will still
be below the long-term trend. Significant elements of uncertainty also persist, that could lead to a
marked worsening of the currently assumed macroeconomic scenario. In fact, in addition to the
current Russian-Ukrainian crisis, the Israeli-Palestinian conflict is creating tensions throughout the
Middle East, with severe repercussions on maritime logistics flows in the Gulf of Aden and southern
Red Sea area, which in turn, could lead to a generalised escalation in consumer goods prices and a
potential slowdown in the manufacturing sector.
Geopolitical Risk
Pirelli primarily adopts a local-for-local strategy, creating a productive presence in countries
undergoing rapid development, in order to respond to local demand with competitive industrial and
logistical costs. This strategy is aimed at increasing the competitiveness of the Group, as well as at
allowing the Group to overcome potential protectionist measures (customs barriers or other
measures such as technical prerequisites, product certification and administrative costs related to
import procedures, etc.). Within the framework of this strategy, Pirelli operates in countries
(Argentina, Brazil, Mexico and Russia) where the general political and economic environment, the
tax regime, the business conditions and the circulation of monetary flows, could prove unstable.
These elements could alter the normal market dynamics, the business operating conditions and the
Group’s ability to fully benefit from the monetary flows generated locally. Lastly, elements of
uncertainty persist in connection to the redefinition of the geopolitical and regulatory framework, as
well as regarding the balance of current international trade agreements, which could lead to an
alteration in the normal market dynamics. The possible escalation of the conflict in the Middle East,
as well as geopolitical rearrangements due to elections in major countries and the deterioration of
trade relations between these countries, due to the tightening of nationalist policies, could further
increase the pressure on critical logistics flows to world trade, with direct effects in terms of security
and additional transport costs. The Group constantly monitors the evolution of risks (political,
economic/financial and security related) associated with the countries in which it operates, in order
to promptly (and where possible pre-emptively) adopt measures to mitigate the potential impacts of
any changes arising at local level.
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Risks Associated with the Shortage in Semi-Conductors
The automotive sector, which is strongly dependent on the availability of semi-conductors on the one
hand, and on a just-in-time strategy on the other, is particularly vulnerable to a slowdown/shortage
of semiconductors and/or other strategic equipment, with significant consequences on the volumes
produced, and indirectly, on the demand for tyres by Original Equipment customers. The Group is
constantly monitoring these risk elements, together with the current disruptions on global logistics
routes associated with the Middle East crisis, in order to take timely measures to mitigate any
possible impact on demand.
Pandemic Risk
Pirelli sells its products on a world-wide basis in over 160 countries and owns industrial sites located
in different countries, some of which were considerably affected in the recent past by COVID-19 and
its subsequent variants. Should particularly critical new forms of the Corona Virus and/or other
pathogens spread worldwide, this could lead to a disruption of normal market operations and, more
generally, of business operating conditions. In terms of operational risks, Pirelli monitors, among
other things, potential risk events relative to both supply chain resilience and the massive use of new
technological devices linked to remote working.
Risks Associated with the Evolution of Long-Term Demand
Mobility has undergone an unprecedented evolution in recent years, due to technological changes
(electrification of propulsion, driving automation and digital connectivity), cultural changes (an
increase in the average age of obtaining a driving licence, thenloss of importance of owning a car,
etc.) and regulatory changes, often aimed at limiting the presence of polluting vehicles in and around
metropolitan areas.
In addition to this, the sudden spread of smart-working as a consequence of the COVID-19
pandemic, brought about further rapid change in people’s mobility habits, creating an overlay of
effects that are still settling.
Daily commuting has declined in many places, while travel related to non-systematic trips, especially
those related to recreation and leisure, seem to have increased.
The use of public transport, partly as a result of this, seems to be declining, while all means of
individual travel (cars, motorbikes, mopeds, bicycles, and scooters), both private and shared, have
increased in most cities.
The return to the pre-pandemic levels of public transport use and beyond, as desired by the policies
of all major cities, will be conditioned by the ability to respond effectively to the new mobility needs
of people. In any case, a reduction in the presence of the private car in urban areas seems very
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likely, which could be more than compensated for by greater use over long distances, both due to
what has been mentioned above and to increasing driving automation, which could allow for
competition with flights and trains over medium distances.
In light of these opposing trends, it is not easy to predict the potential impacts on the tyre sector.
Pirelli constantly monitors these trends, both by analysing studies and data available at global and
local level, by participating in both international projects (such as the Transport and Mobility
Pathways project promoted by the World Business Council for Sustainable Development
- WBCSD), and in national and international webinars and conferences on the subject.
Risks Related to Price Trends and the Availability of Raw Materials
Natural rubber, synthetic rubber and petroleum related raw materials (particularly chemicals and
carbon black) will continue to represent a factor of uncertainty within the Group’s cost structure,
given the strong volatility recorded in past years and their impact on the cost of the finished product.
For the main raw materials purchased by the Group, possible price scenarios are constantly
simulated in relation to historical volatility and/or the best information available on the market (e.g.,
forward prices). Based on the different scenarios, the sales price increases and/or the various
internal recovery measures for cost efficiency (use of alternative raw materials, reduction of product
weight, improvement of process quality and reduction of scrap levels) that are necessary to
guarantee the expected profitability levels, are identified.
Risks Linked to the Competitive Positioning of the Group and to the Competitive Dynamics
of the Sector
The market in which the Group operates is characterised by the presence of numerous operators,
some of which have significant financial and industrial resources and brands that enjoy a significant
level of international or local renown. To date, Pirelli is the only player in the tyre industry which
focuses solely on the Consumer market on a global scale, with its single brand positioned in the
segment which interests the manufacturers and users of Prestige and Premium vehicles. The
intensification of the level of competition in the sector in which the Group operates could, in the
medium to long-term, have an impact on its Income Statement, Statement of Financial Position and
Financial Statements. High barriers to entry – both technological and productive – provide
structurally mitigating factors against the potential intensification of the competitive arena in the
Group’s core market sector. In addition to this, is also the uniqueness of Pirelli’s strategy which relies
on – amongst other things – an extensive homologation parc focused on the Prestige and Premium
segments, and an ever-increasing capacity focused on High Value.
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STRATEGIC RISKS
Exchange Rate Risk
The diverse geographic distribution of Pirelli’s manufacturing and commercial activities entails
exposure to exchange rate risk, both transactional and translational. Transactional exchange rate
risk is generated by transactions of a commercial and financial nature carried out by individual
companies in currencies other than the functional currency, due to fluctuations in exchange rates
between the time when the commercial/financial relationship originates and the time when the
transaction is settled (collection/payment).
The Group’s policy is to minimise – where the financial market permits and in an efficient manner –
the impact of transactional exchange rate risk linked to volatility, and for this reason, the Group’s
procedures provide that the Operating Units are responsible for collecting all the relevant information
pertaining to positions subject to transactional exchange rate risk (mainly represented by receivables
and payables in foreign currency), which are hedged in the form of forward contracts which are
entered into where possible, with the Group’s Treasury. The managed positions subject to exchange
rate risk are mainly represented by receivables and payables in foreign currency. The Group
Treasury is responsible for hedging the resulting net position for each currency and, in accordance
with the established guidelines and predetermined restrictions, it in turn closes out all risk positions
by negotiating hedging derivative contracts on the market, typically forward contracts. Of note is that,
as part of the annual and three-year planning process, the Group formulates exchange rate forecasts
based on the best information available on the market. Any fluctuation in an exchange rate between
the time of planning and the time when a commercial or financial transaction originates, determines
a transactional exchange rate risk on future transactions. From time to time the Group assesses the
opportunity to carry out hedging transactions on future transactions, for which it typically uses both
forward buy or sell transactions and optional risk-reversal type instruments. (e.g., zero cost collars).
Pirelli owns controlling interests in companies that prepare their Financial Statements in currencies
other than the euro which is the currency used to prepare the consolidated Financial Statements.
This exposes the Group to translational exchange rate risk, due to the conversion into euro of the
assets and liabilities of subsidiaries operating in currencies other than the euro. The main exposures
to translational exchange rate risk are constantly monitored and at present it has been decided to
not adopt specific hedging policies for these exposures.
Liquidity Risk
The Group, in order to monitor the management of the risk of insufficient financial resources available
to meet its own financial and commercial obligations within the established terms and deadlines,
puts in place both, annual and three-year financial plans and treasury plans, with the aim of allowing
for a complete and correct detection and measurement of incoming and outgoing cash flows. The
differences between the plans and the final data are subjected to constant analysis. The Group has
implemented a centralised system for the management of collection and payment flows in
compliance with the various local currency and tax regulations. The negotiation and management of
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banking relationships is carried out centrally, in order to ensure coverage for short and medium-term
financial needs at the lowest possible cost. Even the procurement of medium to long-term resources
on the capital market is optimised through centralised management. The prudent management of
the aforementioned risk requires the maintenance of an adequate level of cash or cash equivalents
and/or easily liquidated short-term securities, and the availability of funds obtainable through an
adequate amount of committed credit facilities and/or the recourse to the capital market. In addition
to the committed credit facilities (Revolving Credit Facilities) for a total of euro 1.5 billion, which at
December 31, 2023 resulted as being completely unutilised, the Pirelli Group resorts to the capital
market to diversify both products and maturities in order to seize the best opportunities available.
Interest Rate Risk
Interest rate risk is represented by exposure to the variability in the fair value or in the future cash
flows of financial assets or liabilities, due to changes in the market interest rates. The Group
assesses, based on market conditions, whether to enter into derivative contracts, typically interest
rate swaps and cross currency interest rate swaps.
Price Risk Associated with Financial Assets
The Group’s exposure to price risk is limited to the volatility of financial assets such as equity
securities and bonds, both listed and unlisted, which represented 1.8% of the Group’s total assets,
and subdivided as follows:
-
-
the financial assets represented by listed equity securities and securities indirectly associated
with listed equity securities, to the amount of euro 41.7 million. The change in the fair value of
these securities is recognised under Other Comprehensive Income;
the financial assets represented by Argentine dollar-linked bond instruments with the objective
of mitigating the effects of depreciation on the local currency, to the amount of euro 196.2 million.
The change in the fair value of these securities is recognised in the Income Statement.
Derivatives are not normally placed on these assets to limit their volatility.
Credit Risk
Credit risk represents the Group’s exposure to potential losses resulting from the non-fulfilment of
the commercial and financial obligations undertaken by counterparties. As regards these commercial
counterparties, in order to limit this risk, Pirelli has put in place procedures to assess the potential
and financial creditworthiness of its customers, to monitor expected cash flows and to take any
recovery action. The aim of these procedures is to define customer credit limits, whereby in the event
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that those limits are exceeded, the rule to withhold further supplies is activated. In some cases,
customers are asked to provide guarantees, mainly bank guarantees issued by parties of the highest
credit or personal standing. Less frequently, mortgage guarantees may be requested. Another
instrument used to manage commercial credit risk is the stipulation of insurance policies. For more
than 10 years, a master agreement has been in place, and renewed for the two-year 2023-2024
period, with a leading insurance company with an AA credit rating according to Standard & Poor’s
ratings, for the worldwide coverage of credit risk mainly related to sales in the Replacement channel
(the coverage ratio at December 31, 2023 was approximately 70%). However, as regards the
financial counterparties for the management of its temporary cash surpluses, or for the negotiation
of derivative instruments, the Group deals only with entities of the highest credit standing. Pirelli
constantly monitors its net credit exposure to the banking system, and does not have any significant
concentrations of credit risk.
Risks Associated with Human Resources
The Group is exposed to the risk of loss of human resources in key positions or in possession of
critical know how. To address this risk, the Group adopts remuneration policies that are periodically
updated, also due to changes in the general macroeconomic scenario, as well as on the basis of
salary benchmarks. There are also long-term incentive plans and specific non-compete agreements
(also with a retention effect) tailored, among other things, to the risk profiles of business-related
activities. Lastly, specific “management” policies have been adopted, which provide for career plans,
internal and external training paths and upskilling/reskilling projects aimed at developing, motivating
and retaining talent.
OPERATIONAL RISKS
Risks Related to Environmental Issues
The activities and products of the Pirelli Group are subject to numerous environmental laws that vary
according to the specifics of the different countries in which the Group operates. These regulations
have in common their tendency to evolve in an ever more restrictive manner, also due to the growing
concern in the international community over issues of environmental sustainability. Pirelli expects
the gradual introduction of increasingly stringent regulations on the various environmental aspects
(atmospheric emissions, waste generation, soil impacts, water use, etc.) that may impact on
companies. In this regard, the Group expects to have to continue to make investments and/or incur
costs that may be significant.
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Employee Health and Safety Risks
In carrying out its activities, the Pirelli Group incurs charges and costs for the measures necessary
to ensure full compliance with the obligations provided for by the regulations on health and safety in
the workplace. Particularly in Italy the law on health and safety in the workplace (Legislative Decree
No. 81/08) and subsequent amendments (Legislative Decree No. 106/09) have introduced new
obligations, that have impacted the management of activities at Pirelli sites and the organisational
models for the allocation of liabilities. Failure to comply with the regulations in force entails penal
and/or civil sanctions against those responsible, and in certain cases with the breach of health and
safety regulations, against the companies, in accordance with the European model of objective
corporate responsibility, which has also been implemented in Italy (Legislative Decree No. 231/01).
Defective Product Risk
Like all manufacturers of goods for sale to the public, Pirelli may be subject to liability claims related
to the alleged defectiveness of products sold, or may have to initiate product recall campaigns.
Although such events are covered from an insurance point of view, their occurrence could have a
negative impact on the reputation of the Pirelli Brand, if not prevented or appropriately managed. For
this reason, tyres marketed by Pirelli undergo careful quality analyses before being placed on the
market. The entire production process is subject to specific quality assurance procedures whose
safety and performance targets are constantly updated and upgraded.
Litigation Risks
In carrying out its activities, Pirelli may become involved in legal, fiscal, commercial, trade or labour
law disputes. The Group takes the necessary measures to prevent and mitigate any consequences
that may arise from any such proceedings.
Personal Data Processing Risks
In the normal course of Pirelli’s business activities, personal data on employees, customers (B2C
and B2B) and suppliers are supplied. The treatment of personal data collected by the Group
companies is subject to the laws and regulations applicable in the countries in which these
companies operate or are present. The Group has therefore put in place measures to achieve full
compliance with all applicable data protection legislation (while maintaining as the reference
legislative framework, that which was introduced by Regulation (EU) 2016/679, the so-called
“General Data Protection Regulation” or “GDPR” , which came into force in May 2018), thereby
mitigating the risk of proceedings before the regulatory authorities and/or privacy litigation.
Nevertheless, any changes in applicable legislation, the entry into force of new regulations, the
launch of new products or services onto the market and, more generally, any new initiative involving
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the processing of personal data (or substantial amendments to existing treatments of personal data)
could entail the need to incur specific expenses, or lead the Group to revise its own modus operandi
as part of the compliance activities related to this area.
Cyber and Information Security Risks
The continued escalation of cyber security risk which may be further increased due to the adoption
of artificial intelligence technologies for preparing attacks, and the complexity of the international
context in which the Group operates, exposes it to cyber-attack risk scenarios (e.g.: ransomware,
malware, attacks on internet faced systems), that could lead to the interruption of business activities
for more or less prolonged periods of time, or events involving the loss of the confidentiality of data
critical to the Group (e.g.: Data Exfiltration, Insider Threat, Social Engineering). In accordance with
the Information Security Strategic Roadmap, defined on the basis of international standards,
initiatives have been implemented to increase the Group’s cyber security position with respect to
identified risks. Monitoring these risks through an information security management system that is
integrated with the Company’s operational risk management process, including the monitoring of
cyber security risks on the supply chain, is an essential part of their proper management. At a
technological level, having visibility and active monitoring of security events in the manufacturing
plant environment is a necessary prerogative for the protection of the Group’s infrastructures, such
as the continuous upgrading of technology and operating systems, in order to reduce vulnerabilities
and the risks of outages and incidents which impact business activities. The execution of cyber
security awareness initiatives through testing, ad hoc training, education and communication to
update users on key cyber security risks, develops the human factor, which forms an additional layer
of protection in addition to processes and technologies.
Business Interruption Risks
The territorial fragmentation of operating activities and their interconnection exposes the Group to
risk scenarios that could lead to the interruption of its business activities for periods that could be
more or less prolonged, with the consequent impact on the operational capabilities and results of the
Group itself. Risk scenarios related to natural or accidental events (fires, floods, earthquakes, etc.),
to wilful misconduct (vandalism, sabotage, etc.), to malfunctions in the auxiliary production plants or
to interruptions in the supply of utilities, can in fact cause significant property damage and the
reduction and/or interruption of production, particularly if the event affects high volume or specific
product (high-end range) production sites. Pirelli monitors their vulnerability to catastrophic natural
events (particularly floods, hurricanes and earthquakes) and estimates any potential damage (based
on the given probability of occurrence) for all the Group’s production sites. Analyses confirm an
adequate management of business interruption risks, thanks to an elaborate series of security
measures, systems for the prevention of damaging events and for the mitigation of the possible
impacts on the business, also in light of the current business continuity plans, as well as the
insurance policies in place, to cover property damages and business interruptions that could impact
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the Group’s production plants (the Group’s insurance coverage might not, however, be sufficient to
compensate all potential losses and liabilities in the event of catastrophic events). The Pirelli supply
chain is also regularly assessed for potential business interruption risks.
Risks Relative to the Financial Reporting Process
Pirelli has also implemented a specific and articulated risk management and internal control system,
supported by dedicated Information Technology, in relation to the process of preparing the
consolidated half-year and annual Financial Statements, in order to safeguard the Company’s
assets, its compliance with laws and regulations, the efficiency and effectiveness of corporate
operations, as well as the reliability, accuracy and timeliness of its financial reporting. The process
of preparing financial documentation, in particular, is carried out through the appropriate
administrative and accounting procedures, developed in accordance with the criteria established by
the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organisations
of the Tradeway Commission.
The administrative/accounting procedures for the preparation of the Financial Statements and all
other financial reports, fall under the responsibility of the Manager responsible for the preparation of
the corporate financial documents, who verifies their adequacy and effective implementation on a
half-yearly basis. In order to allow for the certification by the Manager responsible for the preparation
of the corporate financial documents, a mapping has been carried out of the companies and the
relevant processes that feed and generate the data for the Income Statement, the Statement of
Financial Position and the Financial Statements. The identification of the companies that belong to
the Group and the relevant processes, is carried out annually on the basis of quantitative and
qualitative criteria. The quantitative criteria consists of the identification of those Group companies
which, in relation to the selected processes, represent an aggregate value exceeding a certain
materiality threshold. The qualitative criteria consists of the examination of those processes and
companies which, according to the assessment of the Manager responsible for the preparation of
corporate financial documents, may present potential areas of risk even though they do not fall within
the quantitative parameters described above. For each selected process, the control risks/objectives
associated with the preparation of the Financial Statements, as well as with the efficiency of the
internal control system in general, were identified. For each control objective, punctual verification
measures have been provided for and specific responsibilities have been assigned. A supervisory
system has been implemented on the checks carried out by way of a mechanism of “chain”
certifications, extending all the way to the Chief Executive Officers of each company within the
control perimeter. Any critical issues that emerge within the evaluation process are subject to a plan
of actions whose implementation is then verified within the subsequent half-year. Provisions have
also been made for the issue of a half-yearly declaration by the Chief Executive Officer and the Chief
Financial Officer of each subsidiary, on the reliability and accuracy of the data supplied for the
purposes of preparing the Group’s consolidated Financial Statements. In the lead up to the dates of
the Board of Directors’ Meetings which approve the consolidated data at June 30 and December 31,
the results of the verification procedures are discussed with the Manager responsible for the
preparation of the corporate financial documents. Lastly, the Internal Audit Department performs
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periodic audits aimed at verifying the adequacy of the design and operability of the checks carried
out on sample companies and processes, which are selected on the basis of the materiality criteria.
SOCIAL – ENVIRONMENTAL RESPONSIBILITY RISKS
Risks Relative to Social and Environmental Responsibility and Business Ethics
Risk governance at Pirelli is enterprise-wide and includes the identification, analysis and monitoring
of environmental, social, economic/financial and business ethics risks that are directly or indirectly
attributable to the Company, through Pirelli affiliates or in dealings with them, such as those related
to the sustainability of the supply chain. Prior to investing in a specific market, or in Mergers and
Acquisitions, ad-hoc assessments are conducted, even by way of due diligence, on possible political,
financial, environmental and social risks, including those related to the compliance with human rights
and labour laws. Alongside the ongoing monitoring of the application of Pirelli’s internal regulations
regarding financial, social (especially regarding human and labour rights), environmental and
business ethics at Group sites, which occurs through the periodic audits performed by the Internal
Audit Department, Pirelli has adopted an ESG (Environmental and Social Governance) risk
mitigation strategy for its own supply chain, In particular, Pirelli performs risk desk analyses taking
into consideration country, sector, and specific goods/materials risks, which are accompanied by
analyses of the present risk, taking into consideration the tools available for mitigation and, in
particular, the timely audits on suppliers through assessments (EcoVadis), and the periodic on-site
audits performed by experienced third-party companies during the “Annual Audit Campaigns” on the
suppliers of all product categories, and the on-site audits conducted for all potential raw material
suppliers beginning with the approval and qualification phase. If non-conformities are found, a
corrective action plan is drawn up, whose implementation is regularly monitored by the auditing body.
In recent years, there has been an evident increase in external risks, with regard to impacts on
business operations and competitiveness, stemming from the level of resilience in Pirelli’s supply
chain against increasingly stringent regulations, which require the ability to control the underlying
chain in a capillary and structured manner, and at the same time from the sudden challenges posed
by health, geopolitical and natural crises which have an impact on operations.
Among the regulations with a particular impact on the supply chain, specifically natural rubber (a
material that is of particular importance amongst those used by Pirelli), one example is EU
Regulation (EU) 2023/1115 on deforestation-free products (the EUDR) whose potential impact on
Pirelli mainly affects price volatility, and the availability of raw materials/commodities that comply
with the said EUDR.
The measures implemented to mitigate the risks identified are:
engagement and capacity building measures to support the supply chain in achieving
compliance with the regulation;
the monitoring of updates to regulations and to the guidelines for their implementation;
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participation in sector working groups for in-depth studies and analyses of the regulations;
the defining of strategic and operational measures that are consistent with regulatory
developments;
increased traceability along the supply chain and within Pirelli.
For further information, on the model used for managing sustainability risks along the supply chain,
reference should be made to the paragraph “Our Suppliers”, for the corporate governance aspects
of human rights issues reference should be made to the paragraph “Compliance of Human Rights”,
for the management of internal risk within the subsidiaries reference should be made to the
paragraph “Compliance with the Legislative-Contractual Requirements on Overtime, Rest,
Association and Bargaining, Equal Opportunities and Non-Discrimination, Prohibition of Child and
Compulsory Labour”, and for the management of climate change risks reference should be made to
the TCFD (Task Force on Climate-Related Financial Disclosures),
the Consolidated
Non-Financial Statement.
in
EMERGING RISKS RELATED TO CLIMATE CHANGE AND WATER STRESS
Having joined the Task Force on Climate-Related Financial Disclosures (TCFD) in September 2018,
Pirelli applies all the recommendations made by the TCFD, and is committed, on a voluntary basis,
to the dissemination of transparent accounting and the disclosure of any relevant information on
climate change related risks and opportunities. To this end, Pirelli monitors these elements of
uncertainty along its value chain through sensitivity analyses and risk assessments, to assess and
quantify the financial impacts (risks and opportunities) related to climate change and water stress,
and to put in place appropriate prevention and mitigation measures to protect its business. One
instrument which supports these analyses is the Group’s Climate Change and Water Stress Risk
Assessment, which is updated bi-annually to integrate these analysis with forecasts over the medium
to long-term time period, with respect to IPCC (Intergovernmental Panel on Climate Change) climate
scenarios,17 (RCP 2.6, RCP 4.5, RCP 7.0 and RCP 8.5)18 and IEA (International Energy Agency)
energy transitions,19(STEPS, APS and NZE)20.
For the full description of the eleven TCFD recommendations, reference should be made to the
section “Joining the Task Force on Climate-Related Financial Disclosures (TCFD)” in this document
and to Pirelli’s public responses to the CDP Climate Change questionnaire.
17 Intergovernmental Panel on Climate Change
18 The group of scenarios which represent a projected end-of-century global temperature increase of between +1.5°C (RCP2.6) and >4°C
(RCP8.5).
19 International Energy Agency
20 Stated Policies Scenario (STEPS), Announced Pledges Scenario (APS) and Net Zero by 2050 (NZE).
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Risks related to Increasing Costs relative to Climate Changing Gas Emissions
Consistent with the findings of the Group’s latest Climate Change and Water Stress Risk
Assessment, the introduction and/or tightening of the current CO2 emission pricing schemes in the
countries where the Group operates, could entail the risk of increased production costs for a large
part of the Company’s operations.
This adverse phenomenon could in fact materialise not only at a European level, where the
Emissions Trading System (ETS) mechanism has already been active for years, with impacts that
are already evident in the Group’s factories in the EU, but also in other economies that already have
carbon taxation policies in place or are in the policy evaluation phase (China, Brazil, Mexico and the
UK, amongst others).
In order to monitor the possible impacts, different evolutions of the price of CO2 have been
hypothesised, both on the basis of the forecasts published by the IEA for the STEPS, APS, NZE,
and on three possible pathways for carbon emission intensity for the Group:
1. constant emissions compared to 2023;
2. emissions reductions consistent with Group objectives;
3. emissions reductions greater than those defined in the Group’s decarbonisation strategy.
The impact of the risk was evaluated in financial terms for the 2023-2050 time period, by calculating
the potential added costs for the Group based on the options described above, should the current
carbon pricing system be introduced and/or worsened. The assessment did not reveal a material
impact for the short (2023-2024) and medium-term (up until 2030). However, uncertainty remains as
to the significance of the long-term impacts (>2040) in the event of the NZE and APS scenarios
occurring.
Due to the potential impacts on aspects of production, Pirelli constantly monitors potential
developments in the carbon pricing policies of the main countries in which it operates, so as to
proactively intercept any deviations from the announced targets, and to be able to implement
mitigation measures. In this regard, Pirelli has already adapted its production strategy with regard to
energy procurement, with a plan which aims to reach 100% of electricity to be purchased from
renewable sources by 2025, the energy efficiency of plants with a 2025 target for specific energy
consumption that is 10% lower than in 2019, and the progressive electrification of processes.
Risks related to Changes in the Energy Requirements of Production Plants
The global rise in temperature due to climate change determines, among other things, variations in
the demand for energy at the Group’s production plants. This phenomenon could lead to an increase
in energy consumption used for cooling the plants and production processes, with a consequent
increase in costs. As part of the most recent Climate Change Risk Assessment, Pirelli conducted a
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study to quantify changes in net energy demand, using both IPCC data (HDD index, CDD index) and
Group production plant specifications. Although it emerged that some production sites will require a
greater supply of energy, the impact of the risk did not emerge as material in either the short or
medium to long-term (2025-2050).
Physical Risks due to Climate Change impacting Production Plants and Supply Chains
Current climate change involves, among other things, an increase both in terms of the frequency as
well as the severity of catastrophic natural events (such as floods, droughts, wildfires, hailstorms and
tornadoes), which could impact both Pirelli’s production sites and those of its suppliers.
The Group’s Climate Change and Water Stress Risk Assessment takes into account the main
climate risk assessment models (IPCC), the EU Copernicus satellite datasets, as well as the risk
mitigation and adaptation measures already installed in various production sites, and then estimates
the potential number of business interruption days for the Group’s production plants and for strategic
suppliers, resulting from floods, droughts, wildfires and storms. Where possible, risks have been
projected up until 2050, on the basis of different degrees of global temperature increases as defined
by the IPCC climate scenarios (RCP 2.6, RCP 4.5, RCP 7.0 and RCP 8.5).
Business Interruption days were estimated by calibrating the climate models to historical events, and
therefore correlating the intensity of the events with consequent production stoppages. In terms of
potential criticality for the Group, no significant impacts are foreseen in the short-medium term (2024-
2030), while elements of uncertainty remain on the horizon towards 2050.
The Pirelli Group constantly monitors these risk elements both in terms of production plants and the
supply chain, in order to proactively pursue mitigation strategies both in terms of CapEx, as well as
scouting and compounding for the supply chain to reduce the risk of damage to its strategic assets
and the risk of business interruption.
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OUTLOOK FOR 2024 AND 2025
(in billion of euro)
Revenues
2023
6.65
2024E
2025E
~6.6 ÷ ~6.8
~6.8 ÷ ~7.0
EBIT margin adjusted
15.1%
>15.0% ÷ ~15.5%
~16%
Investments (CapEx)
% of net sales
Net cash flow
before dividends
Net financial position
NFP/EBITDA adj.
ROIC
post taxes
0.41
6.1%
0.51
-2.26
1.56x
~0.40
~6%
~0.42
~6%
~0.50 ÷ ~0.52
~0.55 ÷ ~0.57
~-1.95
~1.32x ÷ ~1.26x
~-1.6
~1.0x
20.3%
~21%
~21%
Market outlook for 2024 and 2025
The macro-economic context for 2024 remains volatile, with progressive improvements expected
in 2025, and will be characterized by moderate economic growth, persistent even if progressively
declining inflation, and US and EU interest rates which, even if in slow diminution, will remain still
significantly higher than the last ten years. Overall, the economic picture remains below the
expectations formulated in 2021.
Global GDP is expected to grow by +2.3% in 2024 and +2.6% in 2025 (+3.1% estimates of the
previous plan for both years). Inflation (consumer prices) will be 4.7% at the global level in 2024
and 3.1% in 2025 (respectively +2.5 and 2.6% estimates of the 2021 plan). Average annual eurozone
interest rates are expected at 3.6% in 2024 and 2.2% in 2025 (estimates formulated in 2021
respectively -0.5% and -0.5%), while in the USA interest rates are expected at 5.2% in 2024 and
3.8% in 2025 (2021 estimates +0.1% for both years).
For the tyre market in 2024-2025 the outlook is for improved global demand (~+1% both years),
even if still below 2021 estimates because of the weakness of Standard (expected -1% to flat). High
Value, on the other hand, confirms its growth in rim sizes equal to or above 18 inches (≥18”),
expected to increase by around +5% both in 2024 and 2025.
Significant acceleration in demand for tyres for electric cars (BEV), with a total market (Original
Equipment and Replacement) estimated at 95 million tyres in 2025 (previous plan’s expectation 50
million in 2025) compared with 53 million in 2023.
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For 2024 Pirelli expects revenues of between around 6.6 and 6.8 billion euro with:
Total volumes of between ~+1.5% and ~+2.5% with growth of High Value at “Mid-single-
digit” levels and with further reduction of exposure to Standard;
price/mix expected at ~+2%;
forex impact of~-4% and ~-3%.
For 2025 Pirelli expects revenues of between around 6.8 and around 7 billion euro with volumes,
price/mix and forex impact slightly improved compared with 2024 estimates.
Profitability is expected to progressively improve, with an adjusted Ebit margin in 2024 of between
>15% and ~15.5% and further growth in 2025 to ~16%. The profitability improvement will be driven
by the commercial performance and price/mix, factors which will offset the negative impacts of raw
materials and exchange rates. Gross efficiencies, of 140 million euro in 2024 and 135 million in 2025,
will completely compensate for the impact of inflation.
Cumulative investments in 2024 and 2025 will amount to about 820 million euro, with a ratio to
revenues stable at around 6%, as occurred in the first phase of the plan (2021-2023) and will be
destined mainly to improving the mix, technology upgrades and productivity improvement, as well
as measures linked to the sustainability plan.
The net cash flow before dividends in 2024 will be between ~500 and ~520 million euro and
includes the impact of the acquisition of Hevea-Tec (around 21 million euro). The net cash flow
before dividends is expected to grow to ~550 and ~570 million euro in 2025, thanks to the constant
improvement of the operating performance and effective management of working capital.
At the end of 2024 the Net Financial Position will be ~ -1.95 billion euro (between ~1.32 and ~1.26
times Adjusted Ebitda). At end 2025 the Net Financial Position will be around -1.6 billion euro,
equal to ~1 times Adjusted Ebitda.
Based on the solid cash generation prospective, the dividend policy has been revised up and
foresees in 2025 the distribution of around 50% of the consolidated net result of 2024 (previous plan
foresaw payout of 40%).
The Return on Capital (ROIC), net of fiscal impacts, will be around 21% in 2024 and 2025.
The prospects illustrated above confirm Pirelli’s goal of delivering a performance in 2025 in terms of
Adjusted Ebit and cash flow in line with the targets of the 2021-2022|25 Plan, notwithstanding the
deterioration and greater volatility of the context.
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In particular:
Revenues in 2025 of 6.9 billion euro (average of the estimated ~6.8÷~7.0 billion euro),
about one billion euro more compared with the 5.9 billion euro expected in March 2021,
because of the inflation effect;
Adjusted Ebit of around 1.1 billion euro, in line with the outlook in March 2021, but with lower
marginality because of the strong inflation effect,
Cumulative net cash flow before dividends for 2021-25 at 2.5 billion euro in total, in line
with the outlook in March 2021
NFP/Adj Ebitda ratio of about 1 time, in line with the target
Key sustainability targets of the plan
Summarized below are the main targets of the sustainable development strategy to 2025, 2030 and
2040, developed in continuity with the process of sustainable transition and decarbonization and in
support of the United Nations 2030 sustainable development targets.
Net Zero Target to 2040 and decarbonization path
Pirelli, which had already set and today confirms the goal of Carbon Neutrality by 2030, will
become the first company of the tyre sector to reach the target of Net Zero in 2040, therefore setting
a target for the reduction of absolute emissions of greenhouse gases (GHG) of Scope 1, 2 and
321 of at least 90% compared with the base year 2018.
Pirelli foresees, in addition, reducing absolute greenhouse gas emissions as follows:
Scope 1 and 2: with a reduction of 60% by 2025 and 80% by 2030 compared with 2018;
Scope 3: reducing emissions by 27% by 2025 and 30% by 2030 compared with 2018.
21 Scope 1: direct greenhouse effect gas emissions coming from the direct combustion of fossil fuels within the perimeter of the
organization
Scope 2: indirect emissions of greenhouse effect gases deriving from use of electricity, heat and steam imported and consumed by
the organization within its confines
Scope 3: indirect emissions linked to activities upstream or downstream from company operations, calculated according to the GHG
Protocol and in line with SBTi requirements.
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The company has submitted these goals to the Science Based Target initiative (SBTi) after
having reached, two years ahead of schedule at the end of 2023, those previously validated by the
same SBTi. These targets are also in with the Paris Accord to keep global warming under 1.5°C.
On its path to decarbonization to achieve Net Zero, Pirelli foresees an intermediate target set for
2027, year by which it is committed to reducing absolute greenhouse gas emissions by 62% for
Scopes 1 and 2 and by 28% for Scope 3, compared with 2018.
To achieve its decarbonization targets, Pirelli has launched a series of programs and investments in
the manufacturing area. In particular:
by 2025 all factories at the global level will use 100% renewable electric energy (objective
already achieved for the factories in Europe, North America and Latam);
by 2030, 75% of the curing presses will be electrified.
At the level of raw materials22, Pirelli foresees constantly increasing the quantity of materials of non-
fossil origin in its products. In particular:
for its best product, Pirelli will use more than 70% bio-based and recycled materials in
2025. A value which will exceed 80% in 2030 with the goal of reaching 100% non-fossil origin
in the long term. Pirelli has produced a tyre – the P Zero E – which contains more than 55%
of materials of natural or recycled origin, a result above the target of the previous plan which
called for the use of 43% of renewable materials by 2025 in selected product lines;
For all product lines, in addition, Pirelli will use bio-based and recycled materials at 30%
in 2025 and 40% in 2030.
In line with its commitment to safeguarding the forests where natural rubber is derived, Pirelli was in
2021 the first company in the world to equip a mass production vehicle with FSC certified tyres and
beginning with the 2024 season it will introduce the same certification for all tyres produced and used
in F1. The goal is to bring 100% FSC certified natural rubber to European production by 2026.
The culture of Safety in the workplace, in conclusion, will continue to support the Zero Accidents
Goal, with an index of accident frequency expected at ~123 by 2025 compared with 1.724 in 2023.
All the sustainability targets called for in the Plan relative to the areas “People”, “Climate”,
“Product”, “and “Nature”, “Global Value Chains” and “Finance” can be consulted in the page
dedicated to the Industrial Plan in the “Investors” section of www.pirelli.com.
22 The targets relative to Pirelli products refer to consumer tyres and therefore should be compared, where relevant, exclusively to
consumer tyre targets and not to other tyre categories or consolidations of production segments.
23 Index of frequency: Number if accidents in the workplace per one million hours worked. Where calculated on 200,000 hours worked,
the target for 2025 is ~ 0.2 and the 2023 index stands at 0.34.
24 Index of frequency: Number if accidents in the workplace per one million hours worked. Where calculated on 200,000 hours worked,
the target for 2025 is ~ 0.2 and the 2023 index stands at 0.34.
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SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE YEAR
On January 30, 2024, the European Commission announced the opening of an investigation against
certain tyre manufacturers active in the European Economic Area, for alleged violations of the
European Union competition laws, through the possible collusion on prices for new replacement
tyres for cars and trucks to be sold in the European Economic Area. At the same time, it conducted
inspections at the offices of the aforementioned tyre manufacturers, including those of Pirelli. The
latter, affirmed the probity of its operations and to have always acted in full compliance with the
applicable laws and regulations, and assured the authority of its full cooperation during the
investigations.
On February 6, 2024 for the sixth consecutive year, Pirelli was confirmed as one of the global
leaders in the fight against climate change, earning a place on the Climate A List for 2023 drawn up
by the CDP, the international non-profit organisation that collects, disseminates and promotes
information on environmental issues. The “A” rating is the highest score attainable in the Climate
section, and was awarded to only 346 companies out of the more than 21,000 participants who were
assessed on the basis of their decarbonisation strategy, the effectiveness of their efforts to reduce
emissions and climate risks, and to develop a low carbon economy, as well as on the basis of the
completeness and transparency of the information provided and the adoption of best practices
associated with environmental impacts.
On February 7, 2024, Pirelli was confirmed as being amongst the best companies in the world for
sustainability, obtaining a “Top 1%” ranking – the only one in the Auto Components and Automotive
Sector at global level – the highest recognition of the 2024 Sustainability Yearbook published by
S&P Global, following its review of the sustainability profile of 9,400 companies. This result follows
the score recorded by Pirelli in the 2023 Corporate Sustainability Assessment for the Dow Jones
Sustainability Index of S&P Global, where the Company was awarded first place in the Auto
Components and Automotive sectors of the Dow Jones Sustainability World and Europe Indexes,
with a score of 84 points (revised from the initial 83).
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ALTERNATIVE PERFORMANCE INDICATORS
This document, in addition to the financial measures provided for by the International Financial
Reporting Standards (IFRS), also includes measures derived from the latter, even though not
provided for by the IFRS (Non-GAAP Measures), in compliance with the ESMA Guidelines on
Alternative Performance Indicators (ESMA/2015/1415) published on October 5, 2015. These
measures are presented in order to allow for a better assessment of the results of the Group’s
operations, and should not be considered as alternatives to those required by the IFRS.
Specifically, the Non-GAAP Measures used were as follows:
- EBITDA: equal to the EBIT but which excludes the depreciation and amortisation of property,
plant and equipment and intangible assets. The EBITDA is used to measure the ability to
generate earnings, excluding the impacts deriving from investments;
- EBITDA adjusted: an alternative measure to the EBITDA which excludes non-recurring,
restructuring and one-off expenses;
- EBITDA margin: calculated by dividing the EBITDA by revenues from sales and services. This
measure is used to evaluate operating efficiency, excluding the impacts deriving from
investments;
- EBITDA margin adjusted: calculated by dividing the EBITDA adjusted by revenues from sales
and services. This measure is used to evaluate operating efficiency, excluding the impacts
deriving from investments and the operating costs attributable to non-recurring, restructuring
and one-off expenses.
- EBIT: an intermediate measure which is derived from the net income/(loss), but which excludes
taxes, financial income and financial expenses and the net income/(loss) from equity
investments. The EBIT is used to measure the ability to generate earnings, including the impacts
deriving from investments;
- EBIT adjusted: an alternative measure to the EBIT which excludes the amortisation of
intangible assets relative to assets recognised as a consequence of Business Combinations
and the operating costs attributable to non-recurring, restructuring and one-off expenses;
- EBIT margin: calculated by dividing the EBIT by revenues from sales and services. This
measure is used to evaluate operating efficiency;
- EBIT margin adjusted: calculated by dividing the EBIT adjusted by revenues from sales and
services. This measure is used to evaluate operating efficiency, excluding the amortisation of
intangible assets relative to assets recognised as a consequence of Business Combinations
and the operating costs attributable to non-recurring, restructuring and one-off expenses;
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- Net income/(loss) adjusted: calculated by excluding the following items from the net
income/(loss):
o
o
o
the amortisation of intangible assets relative to assets recognised as a consequence
of Business Combinations and the operating costs attributable to non-recurring,
restructuring and one-off expenses;
non-recurring expenses/income recognised under financial income and expenses;
non-recurring expenses/income recognised under taxes, as well as the tax impact
relative to the adjustments referred to in the previous points;
-
Fixed assets: this measure is constituted by the sum of the Financial Statement items,
“Property, plant and equipment”, “Intangible assets”, “Investments in associates and joint
ventures”, “Other financial assets at fair value through other Comprehensive Income” and “Other
non-current financial assets at fair value through the Income Statement”. Fixed assets represent
the non-current assets included in the net invested capital;
- Net operating working capital: this measure is constituted by the sum of “Inventory”, “Trade
receivables” and “Trade payables”;
- Net working capital: this measure is constituted by the net operating working capital and by
other receivables and payables, including tax receivables and payables, and by derivative
financial instruments not included in the net financial position. This measure represents the
short-term assets and liabilities included in the net invested capital, and is used to measure
short-term financial stability;
- Net invested capital: this measure is constituted by the sum of (i) fixed assets, and (ii) net
working capital. Net invested capital is used to represent the investment of financial resources;
- Provisions: this measure is constituted by the sum of “Provisions for liabilities and charges
(current and non-current)”, “Provisions for employee benefit obligations (current and
non-current)”, “Other non-current assets”, “Deferred tax liabilities” and “Deferred tax assets”;
- Net financial debt: calculated pursuant to the CONSOB Notice dated July 28, 2006 and in
compliance with the ESMA Guidelines regarding disclosure requirements pursuant to the
Prospectus Regulation applicable as of May 5, 2021. Net financial debt represents borrowings
from banks and other financial institutions net of cash and cash equivalents, of other current
financial assets at fair value through the Income Statement, of current financial receivables
(included in the Financial Statements under “Other receivables”), and of the derivative hedging
instruments for items included in the net financial position and included in the Financial
Statements under “Derivative financial instruments” as current assets, current liabilities and non-
current liabilities;
- Net Financial Position: this measure represents the net financial debt less the non-current
financial receivables (included in the Financial Statements under “Other receivables”) and the
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Pirelli & C. S.p.A. – 2023 Annual Report
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non-current derivative financial hedging instruments for items included in the net financial
position and included in the Financial Statements under “Derivative financial instruments” as
non-current assets. The net financial position is an alternative measure to net financial debt but
which includes non-current financial assets;
-
Liquidity margin: this measure is constituted by the sum of the Financial Statement items,
“Cash and cash equivalents”, “Other financial assets at fair value through the Income Statement”
and the committed but unutilised credit facilities;
- Operating net cash flow: calculated as the change in the net financial position relative to
operations management;
- Net cash flow before dividends, extraordinary transactions and investments: calculated
by adding the change in the net financial position due to financial and tax management, to the
operating net cash flow;
- Net cash flow before dividends paid by the Parent company: calculated by adding the
change in the net financial position due to extraordinary transactions and the management of
investments, to the net cash flow before dividends and extraordinary transactions and
investments;
- Net cash flow: calculated by subtracting the dividends paid by the Parent company from the
net cash flow before dividends paid by the Parent company;
-
-
Investments in intangible and owned tangible assets (CapEx): calculated as the sum of
investments (increases) in intangible assets and investments (increases) in property, plant and
equipment excluding any increases relative to the right of use;
Increases in the right of use: is calculated as the increases in the right of use relative to lease
contracts;
- ROIC: calculated as the ratio between the EBIT adjusted net of tax effects and the average net
invested capital net of provisions which does not include, “Investments in associates and joint
ventures”, “Other financial assets at fair value through other Comprehensive Income”, “Other
non-current financial assets at fair value through the Income Statement”, “Other non-current
assets”, the intangible assets relative to assets recognised as a consequence of Business
Combinations, the deferred tax liabilities relative to the latter and the “Provisions for employee
benefit obligations current and non-current”.
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OTHER INFORMATION
ROLE OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for the strategic guidance and supervision of the Company’s
overall business activities, with the power to direct the administration as a whole and with the
authority to make the most significant decisions in financial/strategic terms, or in terms of their
structural impact on management, or that are functional to the exercise of Pirelli’s controlling and
steering activities.
The Chairman is vested with the legal representation of the Company, including in legal proceedings,
as well as with the other powers attributed to him under the Articles of Association.
The Executive Vice Chairman is delegated powers relative to general strategies and to the
supervision of the implementation of the Industrial Plan, as well as powers relative to
communications, to corporate affairs and internal controls, and to relations with Shareholders and
institutions.
The Chief Executive Officer is attributed, the powers for the operational management of Pirelli, and,
in coordination with the Executive Vice Chairman, the power to make proposals to the Board of
Directors regarding the Industrial Plan and financial budgets, as well as any deliberations concerning
any strategic industrial partnerships or joint ventures to which Pirelli is a party, as well as the other
powers attributable pursuant to the Articles of Association.
The Board has internally instituted the following Committees with advisory, propositional and/or
support tasks:
Audit, Risk, Sustainability and Corporate Governance Committee;
Remuneration Committee;
Committee for Related Party Transactions;
Nominations and Successions Committee;
Strategies Committee;
Sustainability Committee.
For more information on the role of the Board of Directors, reference should be made to the Report
on Corporate Governance and Ownership Structure contained in the 2023 Annual Report group of
documents, as well as to the additional information published on the Pirelli website (www.pirelli.com)
in the Corporate Governance section.
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INFORMATION ON THE SHARE CAPITAL AND OWNERSHIP STRUCTURE
The subscribed and paid-up share capital at the date of approval of this Financial Report was euro
1,904,374,935.66, represented by 1,000,000,000 registered ordinary shares without indication of
their nominal value. Each share entitles the holder to one vote. There are no other categories of
shares.
The Extraordinary Pirelli Shareholders’ Meeting held on March 24, 2021, resolved to increase the
share capital in cash, by payment in one or more tranches, excluding option rights pursuant to Article
2441, paragraph 5, of the Italian Civil Code, for a total countervalue, including any share premium,
of euro 500,000,000.00 to service the conversion of the “EUR 500 million Senior Unsecured
Guaranteed Equity-linked Bonds due 2025”, to be paid in one or more tranches through the issue of
ordinary shares of the Company, with regular dividend entitlements, up to a maximum amount of
euro 500,000,000.00 to exclusively service the “EUR 500 million Senior Unsecured Guaranteed
Equity-linked Bonds due 2025” issued by the Company, in accordance with the criteria provided for
in the relevant Regulation, with the understanding that the final subscription date for the newly issued
shares is set as December 31, 2025 and that, in the event that the capital increase has not been
fully subscribed by that date, the same shall in any case be deemed to have been increased by an
amount equal to the subscriptions received and as of that date, with the express authorisation for
the Directors to issue the new shares as they are subscribed. No fractions of shares will be issued
or delivered and no cash payments or adjustments shall be made in lieu of any such fractions.
As of October 4, 2017, the date on which trading of the Company's shares began on Euronext Milan
organized and managed by Borsa Italiana S.p.A., Marco Polo International Italy S.r.l. (“MPI Italy”)
has declared control pursuant to Art. 93 of the TUF over the Company, of which it holds
approximately 37% of the share capital, without exercising activities of direction and coordination.
MPI Italy, in turn is indirectly controlled by Sinochem Holdings Corporation Ltd (“Sinochem”), a state
owned enterprise incorporated under the law of China, subject to control by the State-owned Assets
Supervision and Administrative Commission of the State Council (SASAC) of the People’s Republic
of China.
Note that, following the issuance of the Golden Power Prime Ministerial Decree, the Board of
Statutory Auditors together with management have been performed analysis regarding the
permanence of the control by MPI Italy over Pirelli pursuant to both with Art. 93 of the TUF and IFRS
10; the aforesaid analysis is still ongoing. Similar activity is being carried out by MPI Italy. Pending
the outcome of the mentioned analysis, the disclosure regarding MPI Italy's declaration of control at
this stage has not changed.
Updated excerpts of the existing agreements between some of the Shareholders, including indirect
Shareholders of the Company, which contain the provisions of the Shareholders’ Agreements
regarding, amongst other things, the corporate governance of Pirelli, are available on the Company’s
website.
For further details on the Company’s corporate governance and ownership structure, reference
should be made to the Report on Corporate Governance and Ownership Structure contained in the
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2023 Annual Report group pf documents, as well as to the additional information available in the
Governance and Investor Relations sections of the Pirelli website (www.pirelli.com).
WAIVER OF THE PUBLICATION OF INFORMATION DOCUMENTS
The Board of Directors, taking into account the simplifications of the regulatory requirements
introduced by CONSOB in the Issuer’s Regulation No. 11971/99, resolved to avail itself of the option
to waive, pursuant to the provisions of Article 70, paragraph 8 and Article 71, paragraph
1-bis of
the aforesaid Regulation, the obligations to publish the prescribed disclosure documents in the event
of significant mergers, de-mergers, capital increases through the contributions of assets in kind,
acquisitions and disposals.
FOREIGN SUBSIDIARIES NOT BELONGING TO THE EUROPEAN UNION (EXTRA-EU
COMPANIES)
Pirelli & C. S.p.A. directly or indirectly controls some companies based in countries which do not
belong to the European Community (“Extra-EU Companies”), which hold particular significance
pursuant to Article 15 of CONSOB Regulation No. 20249 of December 28, 2017, concerning Market
Regulations.
With reference to data at December 31, 2023, the Extra-EU Companies controlled directly or
indirectly by Pirelli & C. S.p.A., which are of relevance pursuant to Article 15 of the Market
Regulations, are:
Pirelli Tyre Russia (Russia); Pirelli Pneus Ltda. (Brazil); Pirelli Comercial de Pneus Brasil Ltda.
(Brazil); Comercial e Importadora de Pneus Ltda. (Brazil); Pirelli Tire LLC (USA); Pirelli Tyre Co.,
Ltd. (China); Pirelli Otomobil Lastikleri A.S. (Turkey); Pirelli Neumaticos S.A.I.C. (Argentina); Pirelli
Neumaticos S.A. de C.V. (Mexico); Pirelli UK Tyres Ltd. (United Kingdom) and Pirelli Tyre (Suisse)
S.A. (Switzerland).
Also pursuant to the same aforesaid provisions, the Company has specific and appropriate Group
Operating Regulations in place which ensure immediate, constant and full compliance with the
provisions of the aforementioned CONSOB Regulation. In particular, the competent Company
managements provide the punctual and periodic identification and publication of the relevant
Extra-EU Companies pursuant to the Market Regulation and - with the necessary and appropriate
cooperation of the companies concerned - guarantee the collection of data and information and the
verification of the circumstances referred to in the aforementioned Article 15, ensuring the availability
of the information and data provided by the subsidiaries in the event of a request by CONSOB. A
periodic flow of information is also provided for in order to guarantee to the Board of Statutory
Auditors of the Company, that the prescribed and appropriate checks are performed.
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Lastly, the aforesaid Operating Regulation, consistent with regulatory provisions, governs the
disclosure to the public of the Financial Statements (that is the Statement of Financial Position and
Income Statement), of the relevant non-EU companies, which are used to prepare the consolidated
Financial Statements of Pirelli & C. S.p.A.
It should therefore be noted that the Company has fully complied, with the provisions of Article 15 of
the aforementioned CONSOB Regulation No. 20249 of December 28, 2017 and that the conditions
required by the same have been met.
RELATED PARTY TRANSACTIONS
The Company’s Board of Directors, as part of the listing process initiated and completed during the
2017 financial year, approved the Procedure for Related Party Transactions (“RPT Procedure”).
As part of the periodic revision of existing procedures, on June 15, 2021, the Company’s Board of
Directors - following the unanimous opinion of the Committee for Related Party Transactions, which
had deliberated with the presence of all its members - unanimously approved the new Procedure for
Related Party Transactions, which had been adjusted to the provisions on related party transactions
adopted by CONSOB pursuant to the amendments to the European Shareholders’ Rights Directive
II. The RPT Procedure was last approved by the Board of Directors on August 3, 2023 and is
available for perusal on the Pirelli website.
Pursuant to Article 5, paragraph 8 of CONSOB Regulation No. 17221 of March 12, 2010 as
subsequently amended and integrated, (most recently by CONSOB Resolution No. 21624 of
December 10, 2020), concerning Related Party Transactions, it should be noted that during the
course of the financial year, that no transaction of major significance as defined by Article 3,
paragraph 1, letter b) of the aforementioned Regulation, was submitted to the Board of Directors of
Pirelli & C. S.p.A. for approval.
For more details on the RPT Procedure, reference should be made to the section “Directors’ Interests
and Related Party Transactions” included in the Annual Report on the Corporate Governance and
Ownership Structure, contained in the 2023 Annual Report.
The information on Related Party Transactions as required, pursuant to CONSOB Notice No.
DEM/6064293 of July 28, 2006 is presented in the 2023 Annual Report. Transactions with related
parties do not qualify as either atypical or unusual, as they are instead part of the ordinary course of
business for the companies of the Group, and carried out in the interest of the individual companies.
Such transactions, when not settled under standard conditions, or dictated by specific regulatory
conditions, are in any case regulated by conditions consistent with those of the market. Furthermore,
they are carried out in compliance with the RPT Procedure.
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Directors’ Report on Operations
Pirelli & C. S.p.A. – 2023 Annual Report
Furthermore, there were no Related Party Transactions - or changes or developments to the
transactions described in the preceding financial report - that significantly affected the Group’s
financial position or results for the 2023 financial year.
ATYPICAL AND/OR UNUSUAL OPERATIONS
Pursuant to CONSOB Notice No. DEM/6064293 of July 28, 2006, it should be noted that during the
course of the 2023 financial year, the Company did not carry out any atypical and/or unusual
transactions, as defined in the aforementioned Notice.
COMPLIANCE WITH THE REGULATIONS ON THE PROTECTION OF PERSONAL DATA
Following the entry into force of EU Regulation 2016/679 and amendments to Legislative Decree
No. 196/2003 (introduced by Legislative Decree No. 101/2018), it should be noted that the Company
has completed, with the support of the competent departments, all the activities necessary to fulfil
the new requirements of the legislation, including, among others, the drafting of the records of data
processing activities. These activities are subject to a periodical annual review with the support of
the competent departments. The Company has also appointed lawyer Alberto Bastanzio as the Data
Protection Officer (“DPO”), whose contact details were duly communicated to the Guarantor for the
Protection of Personal Data on July 25, 2018. The DPO can be contacted not only at the Company’s
registered office, but also at the following e-mail address: dpo_pirelli@pirelli.com. The activities
carried out by the DPO during the relevant reporting year are described in detail in the “Annual
Report of the DPO” available at the registered office of the Company, to which reference should be
made for further details.
The Board of Directors
Milan, March 6, 2024
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
REPORT ON RESPONSIBLE MANAGEMENT OF THE VALUE CHAIN
Consolidated non-financial disclosure pursuant to Legislative Decree of December 30, 2016,
no. 254
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
METHODOLOGICAL NOTE
This section of the Annual Report 2023, entitled “Report on Responsible Management of the Value
Chain” (hereinafter “the Report”), constitutes the “Consolidated Non-Financial Statement” of the
Company pursuant to Legislative Decree no. 254/2016 and explores the Sustainable Management
Model adopted by Pirelli, the governance tools to support value maintenance and creation,
relationships with Stakeholders and related connection with the development of financial, production,
intellectual, human, natural, social and relational capital, which was mentioned in the “Presentation
of the 2023 Integrated Financial Statements”.
The Report reflects the integrated Business model adopted by the Group, inspired by the United
Nations Global Compact, the principles of Stakeholder Engagement set forth by the AA1000, and
the Guidelines of ISO 26000. Reported information is prepared in accordance with the Global
Reporting Initiative (GRI) Sustainability Reporting Standards 2021 option “In accordance with”, the
SASB Auto Parts Sustainability Accounting Standard, following the process suggested by the
APA1000 APS principles (materiality, inclusivity and responsiveness), and considering the
integrated reporting principles contained in the International Integrated Reporting Council (IIRC). In
addition, this report considers the priorities reported by the European Securities and Markets
Authority (ESMA) through the ESMA circular 32-193237008-1793 of 25 October 2023 and includes
the considerations required by the European Taxonomy Regulation in its fields of application (EU
Regulation 2020/852 dated 18 June 2020 and the Delegated Regulations (EU) 2021/2178 and (EU)
2021/2139 connected to it). It should be noted that the assurance activities by the Independent
Auditors linked to the latter exclusively involved verifying the preparation and publication of the
information required by Reg. 852/20, in compliance with the indications given by Assirevi to the
Independent Auditors through Research Document No. 243 of February 2022, entitled “Auditor’s
activity on the disclosure pursuant to Article 8 of Regulation 2020/852 - Taxonomy Regulation”.
The set of GRI indicators covered by the Report is wider than the list of specific material issues and
relative impacts indicated in the “Impact Materiality”, and this in order to provide a more complete
and transversal view on the Company’s performance, for the benefit of all Stakeholders.
The Report shows the sustainability performance of the Group in 2023 compared to 2022 and 2021
and with respect to the targets set in the 2021-2025 Industrial Plan. Please note that in March 2024
the Company will update the Industrial Plan and related multi-year strategic sustainability
targets. The updated Plan and related Targets will be simultaneously published on the
institutional website www.pirelli.com for the benefit of all Stakeholders.
The Report, published annually, covers the time period from 1 January 2023 to 31 December 2023
and covers the same scope of consolidation as the Group’s consolidated financial statements as
expressed in the Notes to the Consolidated Financial Statements at 31 December 2023 included in
Note 2 - Basis of Presentation - Scope of Consolidation of this Annual Report.
The main information systems that contribute to collect the data accounted in the Report are: CSR-
DM (Corporate Social Responsibility Data Management), HSE-DM (Health, Safety and Environment
Data Management), SAP HR (SAP Human Resources) and HFM (Hyperion Financial Management).
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
In terms of internal control of the contents of the Report, the Company, through the Group
Compliance function, has set up a structured system that includes:
-
-
-
-
a dedicated Operating Procedure, in which the roles, responsibilities and procedures to be
followed by the Group companies in order to ensure adequate management and reporting of
non-financial information are defined;
an internal control system aimed at providing an assurance about the correct upgrading and
reporting of non-financial information, to which an additional assurance process is added for that
information considered to be of special importance since, for example, they fall within the Group
Sustainability Plan target;
the conducting of a third-party verification (different and additional to the external auditor issuing
the certification) by circulating all the quantitative data included in this Report with the aim of
conducting a further independent verification of the data reported and the related information
sources;
the signing of a letter of certification by top management members concerning the data that go
back through the CSR-DM information system and the applicable sections of the financial
statements.
As regards external audits, the sustainability performance accounted in the Report is subject to
limited assurance by an independent firm (PricewaterhouseCoopers S.p.A.) in accordance with the
criteria indicated in the International Standard on Assurance Engagements 3000 - Assurance
Engagements other than Audits or Reviews of Historical Financial Information (ISAE 3000 Revised),
issued by the International Auditing and Assurance Standards Board. For further information,
reference is made to the related Auditor’s Assurance provided at the end of the Annual Report. As
part of this limited audit activity, the data relating to GHG (Greenhouse Gas) emissions were also
specifically analysed, including for the purposes of the disclosure process to the CDP (formerly the
Carbon Disclosure Project).
The Report is structured into four macro areas:
an introductory section related to the sustainable management model adopted by the Company,
Impact Materiality, Governance and Compliance policies and activities, Stakeholder
Engagement, long-term planning;
an “Economic Dimension”, in which the distribution of added value is detailed along with the
management and performance relating to investors, customers and suppliers;
an “Environmental Dimension”, which describes the management of environmental aspects and
impacts throughout the product life cycle and presents the assessments required by the
European Taxonomy Regulation;
a “Social Dimension”, which brings together the sections dedicated to respect for human rights,
the internal community and the external community.
-
-
-
-
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
At the end of the Annual Report 2023, before the Independent Auditor’s Assurance mentioned
above, the following summary Tables are available:
-
-
-
-
-
a GRI Content Index, which shows the full list of indicators accounted based on the GRI
Standards, indicating the relative page reference in the 2023 Annual Report;
a table of correlation between indicators accounted based on the GRI Standards and the United
Nations Global Compact Principles;
the SASB Content Index showing the complete list of indicators reported according to the SASB
Auto Parts Sustainability Accounting Standard, indicating the relevant page within the 2023
Annual Report;
a table of correlation between the performance/targets of the Group and the Sustainable
Development Goals of the United Nations on which the aforementioned performance and
Targets have an impact;
a correlation table between the information contained in the Annual Report and the issues
indicated by Legislative Decree no. 254/2016.
There are no restatements to previous reporting, as there have been no changes in the scope of
consolidation, the reporting boundary or the method of calculating individual indicators compared to
2022.
There is only one change in the definition of the reported Regions for 2023 data only, following the
change of allocation of NORDICS (i.e., Sweden) from RUSSIA, Nordics & MEAI to the Europe
Region.
For any clarifications and further information on what is published in the Report, reference is made
to the “Contacts” page of the “Sustainability” section of the website www.pirelli.com.
PIRELLI AND ITS MANAGEMENT MODEL
Founded in 1872, Pirelli is a company with deep Italian roots, a brand recognised worldwide for its
cutting-edge technologies, its capacity for innovation and the quality of its products.
With 18 production plants in 12 countries, a commercial presence in more than 160 countries, 31,072
employees and a turnover of around €6.7 billion in 2023, it is one of the world’s leading
manufacturers of tyres and tyre-related services and the only one entirely dedicated to the consumer
market, which includes tyres for cars, motorbikes and bicycles.
Within the tyre industry, Pirelli competes with “Tier 1” manufacturers, characterised by high product
quality and above-average price positioning.
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
Among these players, Pirelli stands out for its exclusive positioning in the Consumer Tyre segment,
and in particular for its focus on High Value25, which will represent 75% of Group sales in 2023.
Pirelli is constantly committed to developing products made to reach the highest levels in terms of
performance, safety, silence and road grip. Innovative tyres capable of satisfying even the most
specific mobility needs of the end consumer.
Pirelli’s technological excellence is also the result of innovations and expertise derived from
motorsports, an area in which the company has been active for more than 110 years. Pirelli is
currently present at more than 350 sporting events in the car and motorbike sectors and, since 2011,
has been the exclusive supplier to the Formula 1© World Championship, of which it is the Global
Tyre Partner.
The Sustainability Model implemented by Pirelli is inspired by the United Nations Global Compact,
the principles of Stakeholder Engagement set forth by the AA1000 and the Guidelines of ISO 26000.
Responsible management by Pirelli runs through the entire value chain, including the procurement
of goods and services (including in and out logistics), research & development, management models
and processes, production processes, product positioning on the market, and its use and end-of-life
phase. A value chain that did not register any significant change during 2023, same as for business
relations.
A detailed description of sustainability objectives and performance impacting the value chain are
described in the sections dedicated to the relevant stakeholders (see in particular’ “Sharing of Added
Value’, ‘Relations with Investor and the Financial Market’, ‘Our Customers’, ‘Our Suppliers’,
‘Environmental Dimension’, ‘Internal Community’ and ‘External Community’).
Every operating unit of the Company integrates economic, social and environmental responsibility
for its own activity, while cooperating constantly with other units and stakeholders, implementing the
Group strategic guidelines.
The main management systems adopted by Pirelli include ISO 9001, IATF 16949, ISO/IEC 17025
in the area of Quality Management, SA8000® for the management of Social Responsibility at its
subsidiaries and along the supply chain, ISO 45001 for the management of Health and Safety in the
workplace, ISO 14001 for environmental management and ISO 37001 on anti-corruption measures.
The Company refers to ISO 14064 for the quantification and reporting of greenhouse gas emissions
(GHG), and to the ISO 14040 family rules for the methodology for calculating the environmental
footprint of the product and the Organisation and, specifically, ISO 14067 and ISO 14046 for the
determination of the Carbon Footprint and Water Footprint. In December 2021, the Company also
25 Specifically, the High Value segment includes:
(I) Auto tyres with rim size ≥18”;
(II) Auto tyres, defined as Specialties and Super Specialties, which meet specific customer needs: Run FlatTM, Seal Inside TM, PNCSTM,
Elect™, Pirelli Cyber™, Racing, Collezione, regardless of rim size;
(III) Motorcycle and Scooter tyres with radial structure; Motorcycle tyres with conventional structure for racing, custom touring and with
speed index ≥H (enduro and sport touring segments).
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
renewed its independent certification (from SGS Italia S.p.A.) regarding the full compliance of its
Sustainable Procurement Management model with the dictates of the ISO 20400 Standard (first
certification obtained during 2018).
Details on the coverage of these certifications and methodological reference tools have been given
in the sections “Compliance Programmes, Anti-Corruption, Privacy, Trade Compliance, Antitrust,
Compliance With Laws And Regulations”, “Our Customers”, “Our Suppliers”, “Environmental
Dimension”, “Industrial Relations” and “Occupational Health, Safety and Hygiene” of this Report.
With reference to the Group’s Sustainability Governance, the Board of Directors of Pirelli & C. S.p.A.,
supported in its activities by the Sustainability Board Committee, approves, upon the proposal of the
CEO and in coordination with the VPE, the strategies and objectives for sustainable management
integrated in the Group Plan with reference to all areas of management, including, inter alia, those
relating to human rights, health and safety, climate change and decarbonisation, reduction of
environmental impacts of products and processes, supply chain sustainability, cyber security,
diversity and inclusion, and ESG risks and opportunities, mapping of impacts on the economy,
society, environment and human rights.
The company performs risk assessment and due diligence activities to identify its current and
potential impacts on economy, society, the environment, and human rights along the value chain,
with a view to identifying, preventing, mitigating and managing these impacts responsibly. The
results of risk assessments on Human Rights, Climate Change, as well as the materiality mapping
of Impacts and the related mitigation and responsible management strategies are submitted to the
Audit, Risk, and Corporate Governance Committee26 analysis. The Board of Directors also approves
Pirelli’s annual financial statements, including the Consolidated Non-Financial Disclosure, which is
in turn subject to the supervision of the Board of Statutory Auditors in accordance with Legislative
Decree no. 254 of 30 December 2016.
Within the Board of Directors, the CEO is delegated to Sustainability issues and, in this capacity, he
is entrusted with the task of overseeing sustainability issues related to the company’s operations and
its dynamics of interaction with all stakeholders and implementing the guidelines defined by the
Board of Directors. For more details, please refer to the Report on Corporate Governance and
Ownership.
The increase of knowledge on the part of the members of corporate bodies on the impacts, risks and
opportunities in the area of Sustainability is also promoted through the systematic participation of
management in the meetings of the Audit, Risk and Corporate Governance Committee and the newly
established Board Sustainability Committee. In fact, in the course of 2023, management - and in
particular the Head of Compliance & Rules, the Manager responsible for preparing financial
documents, the Head of Financial Statement and Administration, the Head of Sustainability and New
Mobility, the Head of Sustainability and Diversity, the Head of Internal Audit, EVP Sustainability and
New Mobility, the Head of Finance, M&A and Risk Management, the Head of Information Security
26 It should be noted that the Audit, Risk and Corporate Governance Committee functioned as the ‘Audit, Risk, Sustainability and
Corporate Governance Committee’ until 3 August 2023.
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
and Risk Manager - assiduously attended the meetings of the Audit, Risk and Corporate Governance
Committee, contributing to a periodic and updated information to the Committee. In addition to this,
third parties invited for training and/or in-depth analysis of specific topics, which in 2023 dealt with
the evolution of non-financial reporting and taxonomy.
For more information on Corporate Governance and, in particular, on the functioning of the Board of
Directors and the Board Sustainability Committee and the Audit, Risk and Corporate Governance
Committee, as well as the Board’s self-assessment activities, please refer to the Report on the
Corporate Governance and Share Ownership of Pirelli & C. S.P.A., part of this Annual Report.
The strategic evolution of Group Sustainability is entrusted to the Strategic Sustainability Committee,
a body appointed in 2004, chaired by the Executive Vice Chairman and composed of the Company’s
Top Management representing all the organisational and functional responsibilities. The Committee
has strategic competence and holds ordinary meetings at least twice a year. The Strategic
Sustainability Committee is supported by an Operational Sustainability Committee, chaired by the
CEO and consisting of the Company’s Top Management, with responsibility for the strategic-
operational management of the Group’s sustainability issues, including, among others, human rights,
health and safety, Climate Change and decarbonisation, reduction of environmental impacts of
products and processes, supply chain sustainability, cyber security, diversity and inclusion, ESG
risks and opportunities, addressed in consideration of the Group’s sustainability objectives to
manage impacts on economy, environment and society including Human Rights.
The organisational structure is thus made up of a Sustainability and New Mobility Department
reporting directly to the CEO of the company, which has oversight of the management at a Group
level and proposes plans for sustainable development to the Sustainability Strategic Committee. The
Group Sustainability and Diversity Officer, the Decarbonisation Officer, the Future Mobility Officer
and the Product Stewardship Officer work in the Sustainability and New Mobility Department.
The Department receives support from:
-
a Sustainability Working Group made up of sustainability representatives within the different
central company departments in order to guarantee constant monitoring and coordination of
strategic programmes with an impact on the areas of competence of specific departments;
- Country Sustainability Managers & Diversity Managers to oversee activities covering all Group
affiliates. The role of the Country Sustainability Manager is held by the Country CEOs, who are
supported by their direct reports in operational management of Country plans.
ESG objectives are an integral part of the short-term incentive plans (with a weight of 15% on the
STI) and long-term incentive plans (with a weight of 20% on the LTI), details of which can be found
in the “Remuneration” Policy published on the Company’s website, in the “Remuneration and
Sustainability” section of this Report, and in a dedicated section of the Corporate Governance Report
included in this Annual Report.
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
IMPACT MATERIALITY
The analysis carried out
In order to provide its Stakeholders with an adequate representation of Group activities and the most
relevant sustainability issues for the business, Pirelli annually updates the mapping of the materiality
of the Group’s impacts on the economy, the environment, people and human rights, according to the
methodologies envisaged by the applicable sustainability reporting standards. The findings, together
with stakeholder assessments and expectations, are considered in updating Group objectives and
strategies.
Pirelli conducted the materiality analysis in alignment with the GRI Universal Standards 2021, which
envisage the identification of topics representing the most significant impacts - positive and negative,
actual and potential - of organisations on the economy, environment and people, including impacts
on human rights. This perspective, which therefore considers the impacts generated or which could
be generated by Pirelli, is defined as Impact Materiality.
Pirelli’s Impact Materiality was submitted to and approved in this order by the Strategic Sustainability
Committee, then by the Board of Directors’ Control, Risk and Corporate Governance Committee, by
the Board of Statutory Auditors, and by the Board of Directors with the approval of this document.
In methodological terms, the process that led to Pirelli’s Impact Materiality included the following
main steps:
1. Identification of material
issues for the organisation and
their prioritisation (materiality
mapping)
A thorough Stakeholder Engagement activity allowed the observation of the
priorities assigned by the key stakeholders relating to a panel of sustainability topics
critical for the Auto parts sector, and therefore the comparison of these expectations
with the relevance of the same issues for the success of the business according to
the experience and expectations of Top Management.
The topics considered relevant have been pre-selected considering their relevance
for the Auto Components sector, according to leading research and sustainable
finance bodies, their presence in the materiality mapping of Auto manufacturers
and Auto Parts, and the risks and opportunities arising from regulatory evolution
with reference to the UN 2030 Sustainable Development Goals (SDGs). For this
reason, we would like to emphasise that all the issues pre-identified through the
aforementioned analysis and present in the materiality mapping are material and
relevant to Pirelli’s development, albeit with greater or lesser intensity and priority,
as evidenced by the descending order of the various elements within the Table and
Matrix representation shown below.
The prioritisation of material topics resulted from consulting a panel of Company
Stakeholders who were asked for feedback, which covered all regions of the world
and included:
→ the major Original Equipment customers; → more than 650 End Customers
belonging to the most representative markets; → the most important Dealers; →
numerous Employees in the various countries where the Group is present; →
several Group Suppliers; → the leading Financial Analysts; → national and
supranational institutions and public administrations; → Media specialists; →
international and local NGOs present in countries where Pirelli has production
activities; → the Academic world and Universities that have collaborations with the
Group
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
2. Identification of the impacts
generated by the organisation on
the economy, environment,
people and human rights
3. Evaluation of impacts
generated on the economy,
environment, people and human
rights
4. Impact materiality: list of
material issues in order of
priority and assessment of
impacts generated on the
economy, environment, people
and human rights
in order
to gain an
Initially, the internal and external context of the company was analysed.
Available internal documents such as company profile information, values, and the
Group’s sustainability plan were analysed
in-depth
understanding of the sustainability context in which the organisation operates, as
well as the Group’s activities, business relationships and stakeholders. In addition,
a benchmark analysis was conducted that included comparable industry and non-
industry companies, in particular Automobile and Auto parts manufacturers,
manufacturing and chemical companies, the expectations of major sustainability
standards, sustainable finance indices and major international consensus (such as
SASB, S&P Global indices for Dow Jones, OECD publications and the World
Economic Forum), the external context was analysed starting with the evolution of
legislation and regulations in order to intercept the main trends and relevant factors
related to sustainability aspects in the tyre sector.
The analysis of the organisation’s context was then integrated with the Group’s
Enterprise Risk Management (ERM) function, in consideration of the analysis and
assessment of corporate risks.
This resulted in a list of the main impacts generated by the Company (impact
materiality perspective), positive and negative, actual and potential, correlated to
the initiatives and objectives implemented by Pirelli to mitigate them.
In this phase, the identified impacts were subjected to Stakeholder and Senior
Management assessment to determine their significance according to the
perspective of Impact Materiality, considering both the magnitude (which includes
the aspects of severity, extent and irretrievable character, the latter character only
being for negative impacts), and the likelihood of the impact occurring, which
determines the potential or actuality of the impact. The assessment was requested
considering the residual impacts against the initiatives and objectives implemented
by Pirelli to mitigate them.
In particular, the Stakeholder Engagement activity envisaged the involvement of
five categories of Stakeholders at the international level: Senior Management,
Employees, Original Equipment Customers, Group Suppliers and Non-
Governmental Organisations.
Finally, in line with the requirements of the GRI Universal Standards 2021, the
results obtained from the assessments were reworked, prioritising the significance
of impacts and related material themes. This process made it possible to identify
the Group’s material sustainability themes.
As required by the GRI Standards, in order to confirm the validity of the material issues also with
regard to the 2023 financial year or, on the contrary, to make any changes in order to align the results
to the expectations and characteristics of the reference context, Pirelli conducted an analysis in
2023:
material issues defined mainly by companies operating in the same or related sectors, in
particular manufacturers of cars and car parts;
the evolution of environmental, social and governance sustainability laws and regulations
relevant to the sector in which Pirelli operates;
the forecasts of sustainability standards and ESG ratings/sustainable finance indices;
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
the forecasts of sector associations.
The analysis returned confirmation of the alignment of Pirelli’s material issues with the findings of
the context analysis, as no variances nor material issues and/or additional impacts not previously
considered emerged.
At the same time, following the introduction of the Corporate Sustainability Reporting Directive
(CSRD), published in the Official Journal of the European Union in July 2023 with the Delegated
Regulation (EU) 2023/2772, which will enter into force on 1 January 2024 with reference to reports
published in 2025, the need emerged to align Pirelli’s materiality analysis with the provisions of the
new legislation.
An internal analysis exercise has already carried out using a “Dual Materiality” approach. This
approach integrates the perspective of Impact Materiality with that of Financial Materiality, which
envisages identifying those issues that represent sustainability risks and opportunities that influence
or could significantly affect the company’s future cash flows, with financial repercussions on
development, performance and corporate positioning in the short, medium or long term. The exercise
will be refined and expanded as we move closer to the requirements introduced by the CSRD and
the European Sustainability Reporting Standards (ESRS).
The results
The Impact Materiality is represented below, highlighting:
-
-
-
-
-
-
the material themes listed in order of relevance (highest to lowest) as resulting in the Materiality
Map published in Annual Report 2022, confirmed in the same relevance order for the whole year
2023;
the SDGs of reference;
the description of the correlated positive and negative impacts;
the levels of significance (magnitude * probability which determines the potentiality or actuality
of the impact) of positive and negative impacts as resulting from the, above mentioned, five
Stakeholder categories who took into consideration;
the strategies and actions implemented by Pirelli to manage the specific impacts; and
the reference to the specific paragraphs of this Report where the adopted strategies, the relevant
management model and the performances are detailed.
The analysis of the impacts (Impact Materiality) shows how, in view of the measures implemented
by Pirelli on material issues, the actual/potential positive impacts are more significant than the
actual/potential negative impacts, thus giving value to the actions, policies and targets implemented
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
by Pirelli and demonstrating that Stakeholders consider them appropriate for mitigating negative
impacts and maximising positive ones.
In order to make it easier for the reader to understand, the Impact Materiality is also presented below
in the form of a matrix, with the themes positioned in consideration of the relevance attributed by
Senior Management and Stakeholders in the previous Materiality analysis. The size of the bubbles
represents the significance of the residual positive and negative impacts, consolidated with respect
to the assessments of Impact Materiality by Senior Management and Stakeholders.
The following is a list of material topics ordered by relevance with details of related impacts, levels
of significance of the Impact Materiality and their contribution to the United Nations Sustainable
Development Goals (SDGs).
For all the targets below, please note that in March 2024, the Company will update the Industrial
Plan and related multi-year strategic sustainability targets. The updated Plan and related Targets
will be simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
3 – 12
Product
Quality and
Safety
+ Contribution to road
safety by reducing
possible car accidents
thanks to tyres that
meet the highest
quality and safety
standards.
- Customer
dissatisfaction due to
defective and unsafe
products, negative
impact on road safety.
Pirelli applies the most
advanced technologies to
offer tyres with high levels of
quality and performance,
with the aim of having 90%
of new tyres in 2025
classified according to the
highest European labelling
standards for ‘wet grip’.
-PRODUCT SAFETY
PERFORMANCE AND
ECO-SUSTAINABILITY
-PRODUCT ECO &
SAFETY
PERFORMANCE
TARGETS
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
+ Contribution to the
reduction of
atmospheric
emissions.
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
7 – 13 –
15
Climate
change and
GHG emission
reduction
- Contribution to
climate change
through atmospheric
emissions from fossil
energy consumption
during tyre
manufacturing and by
the supply chain.
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
Pirelli has created a
decarbonisation roadmap in
line with the objectives of the
Paris Agreement and aims
for zero net CO2 emissions
by 2050 at the latest along
the entire value chain. To
this end, the Company is
active on several fronts
including:
investments in process
energy efficiency and
the procurement of
100% electricity from
renewable sources by
2025;
the commitment to
achieve Group carbon
neutrality by 2030;
engaging the most
impactful suppliers to
reduce their emissions;
product innovation to
ensure increasing levels
of energy efficiency.
-ADHESION TO TCFD
-PRELLI GROUP
ENVIRONMENTAL
FOOTPRINT AND
STRATEGY
-ENERGY
MANAGEMENT
-GREENHOUSE GAS
EMISSION
MANAGEMENT AND
CARBON ACTION
PLAN
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
+ Contribution to the
conservation of
natural resources.
3 – 6 –
7 – 8-
11- 12 –
14
Responsible
management
of Natural
Resources
- Contribution to
natural resource
depletion, through
consumption of raw
materials and natural
resources.
12
Product
Environmental
Sustainability
+ Contribution to the
reduction of cited
environmental
impacts through the
use of low-impact
tyres.
- Contribution to tyre-
related CO2 emissions
and pollution from the
release of wear
particles into the
environment (soil, air,
water).
27 > 3% by 2025 and > 7% by 2030 excluding recycled metals
84
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
-SUSTAINABILITY OF
THE NATURAL
RUBBER SUPPLY
CHAIN
-BIODIVERSITY
-PIRELLI’S APPROACH
TO THE CIRCULAR
ECONOMY: THE 5 R’S
-PRODUCT: RAW
MATERIAL RESEARCH
AND DEVELOPMENT
-ENERGY
MANAGEMENT
-WATER
MANAGEMENT
-WASTE
MANAGEMENT
Pirelli promotes initiatives to
manage natural resources
responsibly in order to:
prevent unnecessary
consumption of raw
materials, with targets
by 2025 to increase the
use of renewable
materials by 40%,
recycled materials27 by
8%, and decreasing the
consumption of fossil-
derived materials by
40%;
prevent the generation
of waste upstream,
through innovation in
production processes
and the implementation
of the Zero Waste to
Landfill initiative, with
the goal of sending 98%
of the waste produced
for recovery;
make water
consumption more
efficient, with a target to
reduce specific water
withdrawals by 43% by
2025 compared to 2015
levels.
Pirelli promotes research and
development of innovative
technologies and materials
through major investments in
innovation that contribute to
the reduction of product
environmental impact,
through the creation of tyres
with low rolling resistance,
designed to last for longer
mileage and to increase
wear efficiency, in order to
contribute to lower fuel
consumption of conventional
cars/increase battery life of
electric vehicles, decrease
the release of wear particles
into the environment and
reduce noise pollution.
-PRODUCT SAFETY
PERFORMANCE AND
ECO-SUSTAINABILITY
-PRODUCT: RAW
MATERIAL RESEARCH
AND DEVELOPMENT
-PRODUCT: ECO &
SAFETY
PERFORMANCE
OBJECTIVES
-TYRE WEAR AND
TRWP
-END-OF-LIFE TYRE
MANAGEMENT
Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
3 – 8
Occupational
Health &
Safety
8 – 9
Innovation
10 -16
Business
Ethics and
Integrity
+ Health and safety at
work, greater well-
being for people in the
company and a
positive social impact
outside the company.
- Accidents to workers
due to non-
compliance with
company rules and
regulations, social
costs.
+ Contribution to the
technological
advancement of the
industry by
accelerating progress
towards the mobility of
the future, to
customer satisfaction
through innovation
and the provision of
innovative products
and technologies.
- Lack of positive
contribution to the
evolution of mobility
due to inadequate or
obsolete solutions,
customer
dissatisfaction.
+ Contribution to the
prevention and
reduction of corruption
and misconduct in the
conduct of business,
with benefits to both
the company and the
public good.
- Incidents of
corruption and
misconduct in the
performance of
activities that can
affect both the
company and the
public good.
Pirelli has safeguards and
processes in place to ensure
regulatory compliance while
pursuing the company’s ‘zero
accidents’ objective.
-HEALTH, SAFETY
AND HYGIENE AT
WORK
-PRODUCT SAFETY
PERFORMANCE AND
ECO-SUSTAINABILITY
-PRODUCT: RAW
MATERIAL RESEARCH
AND DEVELOPMENT
Pirelli promotes the
development of innovative
and technological solutions
according to the ‘Open
Innovation’ model, in order to
anticipate technological
innovations in the sector,
direct research and
development activities and
respond to the needs of the
end user, making driving
safer and improving the
driving experience
Pirelli places ethics and
integrity at the heart of its
essence as a company. It
has policies, processes and
organisational models in line
with best practices. Particular
attention is paid to making all
employees aware of
company rules, training and
prevention.
-PIRELLI AND ITS
MANAGEMENT
MODEL
-MAIN POLICIES
-COMPLIANCE
PROGRAMMES, ANTI-
CORRUPTION,
PRIVACY, TRADE
COMPLIANCE,
ANTITRUST,
COMPLIANCE WITH
LAWS AND
REGULATIONS
-REPORTING
PROCEDURE
-RESPECT FOR
HUMAN RIGHTS
-REMUNERATION AND
SUSTAINABILITY
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Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
+ Substantial
contribution to
improving customer
mobility, both in terms
of safety and eco-
sustainability.
- Difficulties in the
development of
innovative and
competitive
technologies,
products and services
in relation to the
evolving mobility
scenario, decreased
road safety and
increased
environmental
pollution.
+ Contribution to the
protection of human
and labour rights.
3 – 11
Future Mobility
5 – 8 –
10 – 16
Human Rights
- Contribution to
checking on episodes
of human and labour
rights violations along
the value chain.
Pirelli places the mobility of
the future at the core of its
research, innovation and
business model, so that its
products and services are
competitive and anticipatory
with respect to an
evolutionary scenario that
includes digitalisation,
electrification, new consumer
behaviour and expectations
(such as mobility sharing),
automated driving and the
circular product economy.
Pirelli bases its activities on
respect for Human Rights
and promotes these rights in
the international,
multicultural, socially and
economically diversified
context in which it operates.
Human Rights related
Policies and governance
systems are applied to cover
the value chain.
-HIGH VALUE
APPROACH TO THE
MOBILITY OF THE
FUTURE
-MAIN POLICIES
- RESPECT OF
HUMAN RIGHTS
-DIVERSITY, EQUITY
AND INCLUSION;
- OUR SUPPLIERS
- COMPLIANCE WITH
LEGISLATIVE-
CONTRACTUAL
REQUIREMENTS ON
OVERTIME, REST
PERIODS,
ASSOCIATION AND
BARGAINING, EQUAL
OPPORTUNITIES AND
NON-
DISCRIMINATION,
PROHIBITION OF
CHILD AND FORCED
LABOUR
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Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
3 – 6 –
8 - 11-
12
+ Contribution to
maintaining
availability of raw
materials and
reducing related
environmental
damage, reducing
competition for access
to resources
- Depletion of raw
materials,
environmental
damage due to waste
and inefficient use of
natural resources
8 – 9 –
13
+ Capacity for long-
term development and
contribution to the
creation of shared
value.
- Erosion of generated
and shared value due
to the adoption of
ineffective plans to
prevent, monitor and
manage potential
risks arising from
competitive
positioning.
Circular
economy
Financial
Health
Pirelli pays continuous
attention to the definition and
implementation of
increasingly circular
solutions, implementing the
“5Rs: Re-think, Refuse,
Reduce, Reuse, Recycle”
strategy (e.g. tyre design
with increasing content of
renewable or recycled raw
materials, increasing mileage
to extend tyre life and reduce
resource exploitation), in
order to:
- Use over 40% renewable
materials by 2025 (over 60%
by 2030);
- More than 8% recycled
materials28 by 2025 (more
than 12% by 2030);
- Reduce the use of fossil-
derived raw materials to less
than 40% by 2025 (less than
30% by 2030).
Pirelli promotes the adoption
of appropriate economic-
financial risk management
tools to ensure responsible
long-term development and
combine value creation and
societal progress, including
multiple environmental
performance indicators in
financial instruments already
adopted and to be adopted in
the future.
-PIRELLI’S APPROACH
TO THE CIRCULAR
ECONOMY: THE 5 R’S
-PRODUCT: RAW
MATERIALS
RESEARCH AND
DEVELOPMENT
-END-OF-LIFE TYRE
MANAGEMENT
-INTRODUCTION TO
INTEGRATED
REPORT
-SHARING OF ADDED
VALUE
-RELATIONS WITH
INVESTORS AND THE
FINANCIAL MARKET
-CONSOLIDATED
BALANCE SHEET AS
AT 31 DECEMBER
2023
28 > 3% by 2025 and > 7% by 2030 excluding recycled metals
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
5 - 8 –
10
Talent
acquisition,
development
and retention
6-15
Biodiversity
Protection
+ Contribution to the
support of deserving
students, to the
development of skills
for the market, to the
creation of quality
employment for both
the company and the
socio-economic
environment.
- Dissatisfaction and
high employee
turnover due to
inadequate
development
initiatives and plans,
failure to contribute to
the quality of the
socio-economic
environment.
+ Contribution to the
conservation and
protection of
biodiversity.
- Contribution to the
loss of biodiversity
and potential damage
to ecosystems during
business operations
and throughout the
product life cycle.
-EMPLOYER
BRANDING
-DEVELOPMENT
Pirelli promotes the
implementation of specific
management policies in
order to attract, motivate and
retain talent, create
collaborative environments
and ensure adequate
support for the development
of professional life while
respecting people’s merit.
-BIODIVERSITY
-SUSTAINABILITY OF
THE NATURAL
RUBBER SUPPLY
CHAIN
-ENERGY
MANAGEMENT
-WATER
MANAGEMENT
-WASTE
MANAGEMENT
Pirelli adopts the No Net
Loss Model and applies the
mitigation hierarchy. The
Company promotes
initiatives to protect
biodiversity of the sites
where it operates and to
support the conservation of
forests and ecosystems
along the supply chain.
Particular attention is paid to
the natural rubber supply
chain, which is based on a
No Deforestation Policy. In
addition, a multi-year project
in the Indonesian Hutan
Harapan forest has been
activated, which includes
activities to support local
communities, the
conservation of 2,700
hectares of rainforest and
numerous endangered
animal species in the area.
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Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
Diversity,
equity and
inclusion
Responsible
Management
of the Supply
Chain
Training and
Development
5 - 8 –
10
8 -12 -
16
5 – 6 –
10 – 16
+ Psycho-physical
wellbeing of
employees, influence
on people’s culture
with positive impact
both within the
company and in the
community outside
the company due to
the values conveyed.
- Dissatisfaction,
stress and lowered
quality of life of people
due to misalignments
between individual
expectations and
company response.
+ Contribution to the
development of a
responsible and
resilient supply chain,
reducing negative
social and
environmental
impacts.
- Contribution to the
generation of
environmental harm
or harm to employees
by third parties due to
inadequate monitoring
of supplier practices.
+ Employee
engagement,
maintaining a high-
quality workforce that
is useful both to the
company and to the
economic and social
context in which the
company operates.
- Dissatisfaction and
low employee
performance due to
outdated or
inadequate training
programmes.
-DIVERSITY, EQUITY
AND INCLUSION
-OUR SUPPLIERS
-RESPECT FOR
HUMAN RIGHTS
-POLICY ON
CONFLICT MINERALS
-DEVELOPMENT
-TRAINING
-TRAINING ON
SUSTAINABILITY AND
CORPORATE
GOVERNANCE
Pirelli promotes the
development of initiatives
and campaigns to raise
awareness and training on
issues of diversity, equity
and good inclusion practices,
with the aim of increasing
understanding of the human
and corporate value inherent
in diversity among
individuals, of guaranteeing
equal treatment opportunities
throughout all stages of
working life and of fostering
an inclusive culture that
allows each person to feel
welcomed and heard in the
corporate community.
Pirelli promotes initiatives
aimed at continually
improving the qualitative and
competitive level of its supply
chain, with initiatives and
management models that
focus on the economic,
social and environmental
performance of suppliers.
The Management Model
adopted is attested by a third
party as fully compliant with
ISO20400, which requires
the company’s ability to
manage and capitalise on
economy, quality, respect for
human rights and the
environment in the supply
chain.
Pirelli has historically made
continuous training a
cornerstone of its
development, innovating
processes and contents in
order to maintain a workforce
that is competitive and
involved in the evolution of
the business and the global
context to which it intends to
respond competitively.
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
+ Stakeholder
satisfaction,
effectiveness of
business plans and
creation of shared
value.
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
17
Stakeholder
Satisfaction
- Stakeholder
dissatisfaction due to
the inability to develop
effective engagement
plans.
Pirelli promotes the
development of strong
relations with stakeholders in
order to increase their
satisfaction and willingness
to collaborate in the
continuous improvement and
competitiveness of the
Company. Dialogue aims to
reach an equitable
satisfaction of the different
stakeholder categories.
ascertain their expectations
and create a “licence to
operate” especially in those
complex and critical contexts
that require a collaborative
approach in order to be
managed with a view to
continuous improvement and
shared value creation (one
example might be the issue
of sustainable natural rubber
management).
-STAKEHOLDER
ENGAGEMENT
-RELATIONS WITH
INVESTORS AND THE
FINANCIAL MARKET
- LISTENING AND
EXCHANGING IDEAS
WITH THE CUSTOMER
AS A SOURCE OF
CONTINUOUS
IMPROVEMENT
-TOGETHER FOR
NATURAL RUBBER
SUSTAINABILITY THE
GPSNR PLATFORM
-SUPPLIER
MANAGEMENT
-LISTENING AND
ENGAGEMENT
(INTERNAL
COMMUNITY)
-INDUSTRIAL
RELATIONS
-SAFETY CULTURE
AND TRAINING
-INSTITUTIONAL
RELATIONS OF THE
PIRELLI GROUP
-COMPANY
INITIATIVES IN
FAVOUR OF THE
EXTERNAL
COMMUNITY-ROAD
SAFETY
-INFORMATION AND
CYBER SECURITY
Cybersecurity
16
+ Contribution to the
protection of sensitive
third-party data.
- Contribution to the
loss or disclosure of
sensitive data due to
inadequate IT facilities
and unstructured
information
management.
Pirelli promotes the
protection of the sensitive
data of third parties (e.g.
customers, employees,
suppliers) through the
implementation of
safeguards against
unauthorised access, in
order to prevent and mitigate
episodes of breach of
sensitive data.
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Material Theme
(descending
order of
priority)
SDGs
Positive (+) and
negative (-) impacts
– (potential/actual)
Impact Significance
(Impact Materiality)
(magnitude*probability)
High
Medium
Low
Actions, policies and
targets undertaken by
Pirelli
Strategy and
performance (Ref.
chapters/sections of the
Report)
5 – 6 –
10 – 16
+ Strength and
accountability of the
company to all
stakeholders.
Corporate
Governance
8 – 11 –
16
Corporate
Citizenship
- Incidents of
violations of the code
of ethics, corruption,
conflicts of interest
due to an ineffective
governance system.
+ Contribution to the
well-being and
improvement of the
quality of life of local
communities.
- Contribution to the
deterioration of the
living conditions of
local communities due
to their lack of
involvement in
corporate strategy.
Pirelli promotes the
implementation of plans and
policies in order to ensure
the presence of a solid and
responsible governance that
is able to plan, implement
and monitor strategic
directions in the medium to
long term.
-PIRELLI AND ITS
MANAGEMENT
MODEL
-REPORT ON
CORPORATE
GOVERNANCE
-SHARING OF ADDED
VALUE
-INITIATIVES IN
FAVOUR OF THE
EXTERNAL
COMMUNITY
Pirelli promotes the
development of local
communities through
solidarity initiatives, technical
training and support road
safety in order to create
shared value and enhance
the well-being and quality of
life of the surrounding
external community.
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IMPACT MATERIALITY – REPRESENTATION UNDER MATRIX FORMAT:
The Impact Materiality is also shown below in the form of matrix in order to make it easier for the
reader to understand and easily grasping the significance of the main impacts, as a result of
magnitude * probability, which determines the potential or actuality of the impact, including the
applicable SDGs.
The themes are prioritized in consideration of the relevance attributed by Management and
Stakeholders and the size of the bubbles represents the significance (magnitude * probability) of the
residual positive and negative impacts (residual as it considers the actions already put in place by
Pirelli to mitigate negative impacts and maximize positive ones), consolidated with respect to the
assessments of Impact Materiality by Senior Management and Stakeholders.
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SUSTAINABILITY PLANNING AND THE UNITED NATIONS SUSTAINABLE DEVELOPMENT
GOALS (SDGS)
Pirelli’s sustainable development planning aims to make a tangible contribution to the global effort
to achieve the 2030 Sustainable Development Goals (SDGs) presented by the United Nations in
September 2015.
In methodological terms, the process of sustainability planning is characterised by specific
operational steps aimed at continuous improvement in performance: evaluation of the context
through benchmarks, dialogue with stakeholders, needs raised by internal functions, identification of
risks and opportunities for growth, definition of projects and targets, implementation, monitoring and
reporting.
Please note that in March 2024, the Company will update the Industrial Plan and related multi-
year strategic sustainability targets. The updated Plan and related Targets will be
simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
The Sustainability Plan is fully integrated into the Company’s Industrial Plan. The Plan’s targets in
force as at 31 December 2023 are defined in alignment with the materiality of the Company’s impacts
on the economy, environment, society and Human Rights (see the description of Impacts in the
Impact Materiality section of this Report) and in support of the United Nations 2030 Sustainable
Development Goals, as further discussed in this section.
Respect for Human Rights and the identification, prevention and mitigation of related risks and
impacts along the value chain are transversal to the implementation of all the Plan’s targets. See in
this regard what is fully reported in the section “Respect for Human Rights” in this Report.
A central role is dedicated to human capital, the core of the company and its ability to achieve its
goals. The culture of safety at work will continue to support the Zero Accident goal, with an accident
frequency index which is expected to be around 1 in 2025. The Plan focuses on increasingly
innovative human capital management.
New marketing recruitment solutions for STEM (Science, Technology, Engineering, Mathematics)
talents will be accompanied by experimentation with increasingly smart ways of working and the
training of new digital skills, in an inclusive work environment capable of meeting the challenges of
the future in an agile and resilient manner.
At raw material level, for new product lines, the Plan in force as at 31 December 2023 provides for
the following:
by 2025: renewable materials >40%, recycled materials29>8%, fossil-derived materials <40%;
29 > 3% by 2025 and > 7% by 2030 excluding recycled metals
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
by 2030: renewable materials >60%, recycled materials30>12%, fossil-derived materials <30%.
With reference to the evolution of the product range, by 2025:
more than 70% of new products will be in Rolling Resistance Class A/B31;
more than 90% of new products will be in WetGrip Class A/B;
growth in Eco & Safety Performance revenues with a target of >66% of total car sales and >71%
of High Value products only32.
In terms of environmental efficiency of production processes, the Plan in force as at 31 December
2023 forsees:
with reference to CO2 emissions, by 2025 it is planned that 100% of renewable electrical
energy purchased at Group level should be renewable, as well as a 42% reduction in
absolute CO2 emissions compared to 2015 (Science Based Target approved by SBTi in
2022); by 2030 it is planned to achieve Carbon Neutrality (considering emissions both from
electrical and thermal energy);
with regard to natural resource efficiency, the following are also planned by 2025: reductions
of 10% in specific energy consumption (compared to 2019) and 43% in specific water
withdrawal (compared to 2015), as well as achieving 98% of waste sent for recovery (zero
waste to landfill vision).
Regarding the sustainability of the supply chain, the Plan in force as at 31 December forsees:
reduction of absolute CO2 emissions from raw material suppliers by 9% by 2025 compared to
2018 (Science Based Target approved by SBTi);
adoption of increasingly advanced models of management of the economic, social and
environmental responsibility of the supply chain with particular attention to the upstream supply
chain;
implementation of the “Pirelli Roadmap” relating to the sustainable management of the natural
rubber supply chain, in line with the dictates of Pirelli Policy and the Global Platform for
Sustainable Natural Rubber (GPSNR), of which Pirelli is a founding member.
As part of its decarbonisation strategy, in addition to the SBTi targets mentioned above, Pirelli has
formally expressed its commitment to the Net Zero Science Based Target.
30 > 3% by 2025 and > 7% by 2030 excluding recycled metals
31 On all new ipcodes with Label, converting non-European scales to the European classification.
32 High Value products are determined by callipers equal to or larger than 18 inches and, in addition, include all ‘Specialties’ products
(Run FlatTM, Seal InsideTM, PNCSTM, Elect™, Pirelli Cyber™, Racing, Collezione) regardless of rim size.
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
With reference to protecting Biodiversity, the Company has adopted the No Net Loss Model and the
mitigation hierarchy in managing impacts. Moreover, on the deforestation risk side of Natural Rubber,
Pirelli has adopted 2019 as the cut-off year, in line with the Policy Framework of the Global Platform
for Sustainable Natural Rubber.
For an extensive discussion of all the above Targets and the performance achieved, please refer to
the relevant paragraphs in this Report.
The ESG objectives are an integral part of the short-term incentive plans (with a weight of 15% of
the STI premium) and long-term incentive plans (with a weight of 20% of the LTI bonus), details of
which are publicly available in the Remuneration Policy available on the Company’s website, in the
“Remuneration and Sustainability” section of this Report, and in the dedicated section in the
Corporate Governance Report included in this Annual Report.
To support the achievement of Group targets, all Pirelli commercial and industrial subsidiaries
around the world have a Country Sustainability Plan.
The Sustainability Plan targets in alignment with the materiality of the Company’s socio-
environmental impacts support the following SDGs in particular:
3 - Good Health and Well-being;
4 - Quality Education;
5 - Gender Equality;
6 - Clean Water and Sanitation;
7 - Affordable and Clean Energy;
8 - Decent Work and Economic Growth;
9 - Industry, Innovation and Infrastructure;
10 - Reduced Inequalities;
11 - Sustainable Cities and Communities;
12 - Responsible Consumption and Production;
13 - Climate Action
14 - Life Below water;
15 - Life on Land;
16 - Peace, Justice and Strong Institutions;
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17 - Partnership for Goals.
The link between the company’s impacts and the SDGs can be found in the section “Impact
Materiality”.
Please be aware that:
in March 2024, the Company will update the Industrial Plan and related multi-year strategic
sustainability targets. The updated Plan and related Targets will be simultaneously published on
the institutional website www.pirelli.com for the benefit of all Stakeholders;
the Pirelli Sustainability Plan 2025 with 2030 vision in force as at 31 December is published in
the “Sustainability” section of the Company’s website (www.pirelli.com);
at the end of the 2023 Annual Report, prior to the Independent Auditors’ Report, are located the
Summary Tables including a correlation table between the Group’s performance/targets and the
United Nations Sustainable Development Goals, on which the aforementioned performance and
targets have an impact.
STAKEHOLDER ENGAGEMENT
The role of Pirelli in an economic and social context is tied to its capacity to create value through a
multi-stakeholder approach, i.e. by sustainable and lasting growth that can reconcile the interests
and expectations of all those with whom the Company interacts and especially:
customers, since the Pirelli way of doing business is based on customer satisfaction;
employees, who make up the wealth of knowledge and driving force of the Group;
shareholders, investors and the financial community;
suppliers, with which it shares a responsible approach to business;
competitors, because improved customer service and market position depend on fair
competition;
the environment;
institutions, government and non-government bodies;
local communities, starting with those in the various Countries where the Group operates on a
stable basis, while being aware of its responsibilities as a Corporate Global Citizen.
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The interactions that take place between Stakeholders are analysed in detail in order to manage
relations with them effectively in accordance with the AA1000 Model adopted by the Company and
with a view to creating lasting, shared value.
Dialogue, interaction and involvement are calibrated to meet the needs for consultation with the
various types of stakeholder and include meetings, interviews, surveys, joint analyses, roadshows
and focus groups. Local feedback received from Stakeholders contributed to the corporate
evaluation of the priorities for action, influencing the materiality matrix and the development strategy
set out in the Sustainability Plan.
To the stakeholders mentioned sections are dedicated within this Report, to which reference is made
for further qualitative and quantitative study.
MAIN POLICIES
The Sustainable Management Model throughout the value chain is reflected in the main Group
Policies, published on Pirelli’s website in multiple languages and communicated to employees in
their local language.
The Policies define the principles and general rules of conduct that inspire all activities carried out at
Group level on specific topics: by their very nature they therefore apply to all Group personnel and
to all those who work for or on behalf of Pirelli. In many cases, the Policies are also, or specifically
addressed, to the Pirelli supply chain and/or more generally to all stakeholders (e.g. the
Whistleblowing Policy).
Specifically, as at year-end 2023, the body of the Main Group Policies on sustainable management
consisted of the following documents:
Pirelli’s Values and Code of Ethics
the “Social Responsibility for Health, Safety and Rights at Work, Environment” Policy
the “Global Human Rights” Policy
the “Health, Safety and Environment” Policy
the “Diversity, Equity & Inclusion” Policy
the “Product Stewardship” Policy
the “Global Quality” Policy
the “Supplier Code of Conduct”
the “Green Sourcing” Policy
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the “Sustainable Natural Rubber Management Policy”
The “Group Code of Conduct”
The “Anti-Corruption” Programme
the “Global Antitrust and Fair Competition” Policy
the “Antitrust” Programme
the “Institutional Relations - Corporate Lobbying” Policy
the “Global Tax” Policy
the “Global Personal Data Protection” Privacy Policy
the “Intellectual Property” Policy
the “Pirelli Social Media” Policy
the “Global Information Security” Policy
the “Whistleblowing” Policy
In addition to the Policies listed above, Pirelli has adopted a number of Group documents known as
“Corporate Policies” that regulate aspects of Corporate Governance, e.g. the rules on market abuse,
the procedure for transactions with related parties, the procedure on information flows to Directors
and Statutory Auditors, the policy on engagement with shareholders and financial market
stakeholders (updated in 2023), etc. These documents are published in the Governance Section of
Pirelli’s website. Further details are available in the section “Report on Corporate Governance and
Ownership Structure of Pirelli & C. S.p.A.” in this Annual Report.
The Policies and updates of existing Policies are approved by the Executive Vice-Chairman or the
Group Chief Executive Officer or by the Board of Directors of Pirelli & C. S.p.A. (or Board
Committees).
All the Policies are published on the Pirelli website, in several foreign languages.
Whenever a new Policy or its update is published, prompt communication is made to every employee
with a company e-mail address, attaching the relevant documentation. The Policies are made
available to the internal community in the appropriate section on the Company intranet.
Depending on the circumstances and the type of Policy in question, initiatives to strengthen
communication may be undertaken, such as the publication of news on the company intranet and
posting on notice boards in Group offices. Training aimed at implementing the Policies considers the
materiality of the impacts according to the roles of the specific functions, with a view to maximum
effectiveness. Lastly, each new employee, at the time of recruitment, is provided with a copy of the
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most relevant Policies in force (via e-mail or hard copy), for his or her knowledge and acceptance.
In the event of violation of the principles set out in the Company Policies, or in the related Procedures,
by its employees (by way of example but not limited to: health and safety, anti-corruption, antitrust,
information security, etc.) Pirelli applies the sanctions provided for by the company disciplinary
system in compliance with the collective labour agreements, company procedures and applicable
regulations in the countries where Pirelli operates.
The contents of the aforementioned Policies and the related methods for implementation are
addressed in the sections of this Report that deal with the related issues.
The commitments in the field of Human Rights, without prejudice to the policies expressly dedicated
to this, are transversal to all the Group’s Policies by virtue of the Management Model adopted by the
Company. Pirelli in fact bases its activities on the respect and protection of universally affirmed
human rights, in line with the international standards adopted (in particular those of the United
Nations) and with the provisions of the laws and regulations of the individual countries in which it
operates. For an extensive discussion of human rights management activities, risk assessment,
results and consequent actions, please refer to the paragraph “Respect for Human Rights” in this
Report.
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COMPLIANCE PROGRAMMES, ANTI-CORRUPTION, PRIVACY, TRADE COMPLIANCE,
ANTITRUST, COMPLIANCE WITH LAWS AND REGULATIONS
With regard to the administrative liability of companies and bodies provided for by Legislative Decree
231/2001 (hereinafter also the “Decree”), Pirelli has adopted an Organisation and Management
Model (hereinafter also Model 231) structured in a General Section, which includes a review of the
regulations contained in the Decree, of the crimes relevant to the Italian companies of the Group and
the procedures for adopting and implementing the Model, and in a Special Section, which indicates
the corporate processes and the corresponding sensitive activities for the Group’s Italian companies
pursuant to the Decree, as well as the principles and internal control plans to supervise these
activities.
During 2023, a new training and communication activities on the current Organisational Model were
completed for the entire population of the Group’s Italian companies.
The process of communicating and implementing the Group’s Anti-Corruption Programme in the
main countries where Pirelli operates also continued. The Programme, available in twenty-three
different languages on the Pirelli website, is the corporate benchmark for the prevention of corruptive
practices and represents a collection of principles and rules aimed at preventing or reducing the risk
of corruption. In the document, the Pirelli principles already set out in the Code of Ethics and the
Code of Conduct, including zero tolerance of “any type of corruption in any form or manner, in any
jurisdiction, not even where activities of this kind are in practice admitted, tolerated or not judicially
pursued” are restated. Among the provisions of the Group Anti-Corruption programme is an explicit
prohibition in respect of recipients of the Code of Ethics from offering gifts and other utilities that
might meet conditions of a breach of rules, or which are in conflict with the Code of Ethics, or may,
if made public, constitute detriment even only to the image of Pirelli. Additionally, “Pirelli defends and
protects its corporate assets, and shall procure the means for preventing acts of embezzlement,
theft, and fraud against the Group” and “condemns the pursuit of personal interest and/or that of third
parties to the detriment of social interests”.
As part of the Anti-Corruption Programme implementation process, mandatory country-specific
training courses have been made available through an e-learning platform. In addition, a Group-wide
anti-corruption training course was prepared for the Purchasing Department to raise awareness of
the issue so as to make it easier for employees to identify potential critical situations and activate
the procedures set out in the internal rules.
The activity aimed at analysing the profiles of corruption risk continued through the assessment of
conformity with local regulations in force in the Countries where the Company is present, the
verification of the adequacy of the corporate oversight and, where necessary, the updating of the
risk analysis.
Finally, specific procedures have been defined to formalise the roles and responsibilities and
operating procedures of the third-party due diligence process through the analysis of the activities,
conducted in the main Countries, of gathering and verifying information of ethical, legal and
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reputational nature relating to counterparties and aimed at identifying potential Compliance risks in
advance.
During 2023 the certifying body performed audits of the ISO 37001 Anti-Corruption Management
System of Pirelli & C. S.p.A. and Pirelli Tyre S.p.A., and of the Affiliates in Russia, Brazil and Spain.
Referring to the contributions made to the External Community, Pirelli has for many years adopted
internal procedures defining the roles and responsibilities of the involved functions and the
operational process of planning, implementing, monitoring and control of results of the initiatives
supported. Pirelli procedure specifies that it may not promote initiatives for the benefit of beneficiaries
in respect of whom there is direct or indirect evidence of failure to abide by human rights, workers’
rights, environmental rights or business ethics. “Pirelli Values and Code of Ethics” set forth in their
turn that the Company “does not provide contributions, advantages, or other benefits to political
parties or trade union organisations, or to their representatives or candidates, this without prejudice
to its compliance with any relevant legislation”.
Concerning institutional relations of the Group, and especially activities of corporate lobbying, Pirelli
has adopted a Corporate Lobbying Policy for ensuring this is done in abidance with principles ratified
by the Code of Ethics and the Group Anti-Corruption Programme and in line with International
Corporate Governance Network principles and in all cases in compliance with current laws and
regulations in countries where Pirelli operates.
In terms of prevention and control, the audits carried out by Internal Audit Function at Group
subsidiaries include monitoring of crime risks, among which corruption and fraud figure. In this
regard, it should be noted that, with reference to 2023, on the basis of the reports received through
the whistleblowing reporting channel, one case of fraud to the detriment of the Company was
ascertained, while, as at 31 December 2023, 5 cases were in the process of being verified and
investigated.
There were no cases of public legal action against the company regarding corruption practices.
Additionally, during the course of 2023 the Functional Segregation model was also implemented (so-
called Segregation of Duties), aimed at strengthening the internal control system and preventing the
committing of fraud.
Also in 2023, Pirelli supported the activities of Transparency International, to which it subscribes as
supporter in educational projects, aimed at promoting an active role of civic and moral education in
strengthening civil society against crime and corruption, believing that it is only through proactive
and firm actions of value promotion that a general improvement in the quality of life can be achieved.
In relation to the central role assumed by the topic Trade & Sanctions during the course of 2022 and
2023 following the conflict between Russia and Ukraine, the tools necessary for the strengthening
and consolidation of
issues have been
updated/implemented and, in particular, specific controls in relation to countries, counterparties and
product codes. These screening operations guarantee a meticulous control that is calibrated on the
internal control system related
these
the
to
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basis of the monitoring of regulatory developments on a global level, which in turn constitutes the
fundamental point of attention for a structured control activity.
With regard to the issue of Privacy, there was a continuous update and comparison with the
individual Regions in relation to any new regulations with which they have to comply. The subject of
this activity were the most relevant issues in the area of data protection, including, by way of
example, retention periods, data transfer, DPA, DPIA and requests for the exercise of rights
regarding the management of personal data by the Users themselves.
During 2023, Pirelli was not involved in any proceedings or significant investigations for alleged
violation of privacy regulations.
On the subject of Antitrust and in line with the provisions of its Global Antitrust and Fair Competition
Policy, Pirelli operates in accordance with fair and proper competition for the purpose of Company
and market development at the same time. In this context, Pirelli constantly updates the Group’s
Antitrust Programme in line with international best practices.
Throughout 2023, Pirelli continued to implement the Antitrust Programme in the various Countries
in which it operates: online training activities were carried out, as well as continuous business
assistance to facilitate the management of antitrust issues in the daily conduct of business activities
or relationships with other operators.
During 2023, Pirelli was not involved in any antitrust proceedings or significant investigations as
participant in anti-competitive conduct.
In addition to the above and with reference to compliance with laws and regulations, it should be
noted that also in 2023:
no significant instances of non-compliance with laws and regulations were registered;
no significant penalties were levied and/or paid relating to non-compliance with laws and
regulations.
For reporting on the contents of present paragraph in the years 2021 and 2022, reference is made
to the Annual Reports 2021 and 2022.
Among the significant events that occurred after 31 December 2023, it is reported that on 30 January
2024, the European Commission announced the start of an investigation against certain tyre
manufacturers active in the European Economic Area, for alleged violations of EU competition law,
with reference to the possible coordination of prices of new replacement tyres for cars and trucks
intended for sale in the European Economic Area. At the same time, it conducted inspections at the
offices of the above-mentioned tyre manufacturers, including Pirelli. The latter, in confirming the
correctness of its actions and that it has always acted in compliance with applicable regulations,
assured the Authority of its full cooperation in the inspections carried out. Based on the information
available to date, Pirelli did not deem it necessary to recognise any specific provision in the
Consolidated Financial Statements as of 31 December 2023.
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Furthermore, in consideration of the announcement of the above-mentioned activity of the
Commission, with regard to similar matters, in February 2024, certain private parties notified Pirelli
Tire LLC of two class actions filed before the New York Court. The claims for alleged damages have
not been quantified.
INFORMATION AND CYBER SECURITY
Information is an asset, which has significant value for Pirelli due to its competitive and innovative
value. Hence Pirelli is inherently responsible to provide appropriate levels of protection to data and
information against loss, damage, theft, or malware threats.
Due to the increase in the number of cyber-attacks at global level and the desire of Pirelli Group to
ensure proper protection of data and assets, the Group is focused on pursuing the following
objectives:
1. to support corporate strategy by making information security an enabling factor for its business;
2. to safeguard the Group’s assets as regards their financial, physical, intellectual property and
reputation;
3. to comply with laws and regulations on information security wherever Pirelli operates;
4. to guarantee the following information characteristics:
-
-
-
“Confidentiality”, understood as the ability to make available or disclose information only to
those individuals, entities or processes authorised to access it (according to the minimum
privilege principle);
“Integrity”, meaning the ability to safeguard the accuracy and completeness of the
information over time;
“Availability”, meaning the ability to make information accessible and usable at a time and
in a manner required by an authorised entity;
5. to protect data and confidential information of Pirelli, its employees, subsidiaries, third parties
and business partners, including customers;
6. to respond proactively and effectively to the increase in cyber threats.
In view of the risks identified (as specified in paragraph “Cyber and Information Security Risks”),
the following activities are specifically carried out:
implementation of cyber security awareness initiatives through testing, ad hoc training,
training courses and communication on updating users on the Global Information Security
Policy, available on the website, and on the main cyber security risks. Within these initiatives,
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the escalation processes to be followed by employees in the event of suspicious events are
also explained, clearly reported and accessible to employees in the Incident Management
Standard, an internal operating procedure;
definition of business continuity/contingency plans and incident response procedures (tested
at least once a year);
external perimeter audit and vulnerability analysis (internal and external audits of the
management system, third-party vulnerability testing, including simulated attacks);
audit of IT infrastructure and information security management systems by third parties
(auditors, external contractors based on industry best practices and standards such as VDA-
TISAX, NIST).
The continuous monitoring of possible breaches of information security of the Group, customers and
employees did not reveal any major incidents during the financial year.
In 2021 Pirelli established the Information Security Committee with the aim of assisting top
management in the management of Information and Cyber Security risks.
Specifically, the Information Security Committee is responsible for:
approving the risk management strategy and Information Security objectives for the
Organisation;
assessing the alignment of the Information Security strategy and related initiatives with the
Organisation’s overall objectives;
ensuring compliance with internal and external Information Security regulations;
ensuring the assignment of roles, responsibilities and resources for Information Security
initiatives;
evaluating, at least annually, the results with respect to the strategies and objectives defined in
the field of Information Security, defining actions and initiatives for continuous improvement,
considering any changes in the scenario of internal and external risks.
As at 31 December 2023, the Information Security Committee consists of:
Corporate General Manager;
Head of Information Security (Executive Manager responsible for Information and Cyber Security
management);
Representatives of the main functions of the Organisation impacted by Information and Cyber
Security issues.
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It should be noted that, during the Year, the composition of the Information Security Committee
underwent several changes, including by virtue of the renewal of the Board of Directors on July 31,
2023, including the CEO taking over from the Deputy-CEO on the committee as the director in charge
of establishing and maintaining the Internal Control System and therefore responsible for Information
and Cyber Security.
The Information function reports hierarchically to the Corporate General Manager and functionally to
the Chief Digital Officer.
In addition, the function reports periodically on the status of risks, significant events and updates on
Information Security strategy to the following committees:
Operational Risk Committee;
Board Committee Audit, Risks and Corporate Governance Committee.
Where appropriate, induction meetings are also held for members of the Board of Directors and
Control Bodies.
During 2022, Pirelli obtained TISAX AL2 certification with very high protection, in accordance with
the German Automotive market standard ‘VDA-TISAX’. Currently, Pirelli is certified on the most
relevant Group sites and plants for the OE market (covering systems and locations equal to 50% of
the Group’s NetSale) and engages daily in certification maintenance and continuous improvement
activities (including extension of the coverage perimeter).
WHISTLEBLOWING POLICY
In July 2023, the Group Whistleblowing Policy was updated; at the same time, a new Whistleblowing
Policy valid for companies based in EU countries was issued. The Policy in the EU area in particular,
in compliance with the general principles already included in the Group Policy, guarantees the
compliance of the whistleblowing system with the new regulations included in the EU Directive
2019/1937 and in the national transposition laws adopted in 2023 by the EU countries in which the
Group operates.
The Policies, which are addressed to both employees and external stakeholders, are accessible
internally through intranet and company bulletin boards in the local language and externally through
the Pirelli website, where they are published in 24 different languages in order to facilitate
accessibility.
The Policies govern the manner of reporting breaches, suspected breaches and inducement to
breaches of the law and other regulations (local, regional, national and international), principles
ratified by the Code of Ethics - including reports relating to equal opportunities, discrimination and
mobbing, in addition to all that is dealt with in the aforementioned Group Policies - internal auditing
principles, corporate policies, rules and procedures, and any other behaviour involving commission
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or omission of acts that might directly or indirectly lead to economic-equity or reputational detriment
for the Group and/or its stakeholders (all without prejudice to any extensions or limitations imposed
by locally applicable whistleblowing regulations).
The reporting channel is also expressly referred to by the Sustainability Clauses included in each
supply order/contract, in the Pirelli Supplier Code of Conduct, as well as in the text of the different
Group policies published on the Company’s website.
Reports may be made also in an anonymous form and protection of the principles of confidentiality,
proportionality, impartiality and good faith is at all times guaranteed, as is zero tolerance in respect
of acts of reprisal of any kind against whoever makes a report or is the subject of the report.
Reports may concern directors, statutory auditors, management, employees of the Company and,
in general, anyone operating in Italy or abroad for Pirelli or who engages in business relations with
the Group, including partners, customers, suppliers, consultants, collaborators, auditing companies,
institutions and public entities.
The new portal (accessible at https://pirelli.integrityline.com) and the e-mail box ethics@pirelli.com
is made available to anyone internal or external to the Group, who would like to make a report,
whether written or oral, concerning any Group company. The Reports are centrally managed by the
Group Internal Audit function, which reports functionally to the Audit, Risk, and Corporate
Governance Committee (made up of only independent directors), and to the Board of Statutory
Auditors of Pirelli & C. S.p.A and meets the requirements of impartiality and independence. In
addition to the Group channel, Pirelli provides dedicated channels at the level of individual
companies (where required by local regulations) and a channel reserved for reporting Breaches
concerning the Internal Audit function, managed by independent parties.
Whistleblowing Managers are in charge of analysing all the whistleblowing cases received and
providing feedback to the whistleblower on their acceptance, management and results. The
Whistleblowing Manager, during the analysis, may, where necessary, involve the corporate functions
deemed competent for verification activities, as well as schedule specific action plans. If the report
is found to be well-founded, the appropriate disciplinary measures and/or legal action will be taken
to protect the Company.
The whistleblowing channels are structured in accordance with the principles of ‘privacy by design’
and ‘privacy by default and minimisation’. The handling of reports is guided by respect for the
confidentiality of the persons concerned and of any other third parties involved, while also ensuring
anonymity, in the case of anonymous reports, and the principles of necessity and proportionality.
With reference to the reports received in the years 2023, 2022 and 2021, the following is an in-depth
analysis of those pertaining to 2023 and a brief summary of those pertaining to 2022 and 2021.
During the course of 2023 the Whistleblowing procedure was activated 118 times. In particular:
these 118 reports came from 7 different countries (Argentina, Brazil, Italy, Mexico, Romania,
UK and USA);
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93% of the reports (110 cases) were forwarded using the email address ethics@pirelli.com
provided, while 5% (6 cases) via the special reporting platform https://pirelli.integrityline.com
introduced in the current year, and 2% (2 cases) by sending a letter to management, which
dealt with informing the Internal Audit function as per corporate rules;
54% of the reports (64 cases) were signed whereas the remaining 46% (54 cases) were
received in anonymous form;
among the signed notifications, 6 were activated by external stakeholders. It is objectively
impossible to confirm that there were, in absolute terms, no further reports from external
stakeholders received as a number of reports were, as specified, anonymous.
Below is the subject matter alleged in the 118 reports received:
Alleged subject matter
Total no. of reports received
Labour Conditions
Discrimination or Harassment
Health & Safety issues
Customer privacy data
Conflicts of interest
Money laundering or insider trading
Fraud or Embezzlement
Corruption or Bribery
Any other cases of mismanagement
Environment and Climate Change
2023
118
69
25
2
0
0
0
16
2
4
0
Of the 118 reports received during the 2023 year, at the beginning of 2024, 27 were found to be at
the verification and in-depth investigation stage, whereas 64 were found to have been concluded
and 27 were dismissed for being totally generic.
With regard to the 64 reports for which the audits were concluded, specific activities of verification
involving, where necessary, the corporate functions concerned, were conducted.
Based on the analyses carried out and the documentation made available during the assessment, it
emerged that:
in 36 cases, no objective evidence has been detected such as to hold the facts alleged in the
reports received to be true;
in the remaining 28 cases, the substantial truthfulness of the facts attributed was found with
reference to Labour Conditions (15 reports), Discrimination or Harassment (9 reports with
reference to Harassment, none with reference to discrimination), Fraud or Embezzlement (2
reports), Any other cases of mismanagement (2 reports).
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With reference to the Grievance Procedure for reporting violations of the Policy on Sustainable
Natural Rubber Management, also in 2023 no reports were received.
It should also be noted that no substantiated reports were received of alleged violations of ILO Core
Labour Standards, with specific reference to forced labour, child labour, discrimination, freedom of
association and bargaining.
The Company has activated for all cases, intervening with disciplinary sanctions (calls and
dismissals) and with actions aimed at removing the causes of complaints and/or aimed at improving
the internal control system.
In 2023, there is a 31% increase in reports compared to 2022 (equal to 28 reports).
With reference to the reports received in 2021 and 2022, as represented in the previous Annual
Reports, it should be noted that:
during 2021 the Whistleblowing procedure was activated 59 times (35 anonymous), of which
16 founded and 12 dismissed for absolute generality;
during 202233, the Whistleblowing procedure was activated 90 times (30 anonymous), of
which 39 founded and 14 dismissed for absolute generality.
The Internal Audit function periodically reported the reports received and the progress of the
analyses carried out to the competent corporate bodies of Pirelli & C. S.p.A.
33 With regard to the 17 reports that were still pending at the date of reporting of the 2022 Annual Report, it should be noted that following
the conclusion of the verification activities (i) in 1 case the report was generic and unsubstantiated, such as not to provide elements to
allow the verification activities to continue (ii) in 3 cases, no objective evidence was found such as to consider the contested facts to
be true, while (iii) in 13 cases, the partial truthfulness of the reports was confirmed and the company intervened with specific plans
aimed at removing the causes and/or improving the internal control system.
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ECONOMIC DIMENSION
SHARING OF ADDED VALUE
The Values and Ethical Code of Pirelli ratify the commitment of the Company to operate to ensure
responsible development over the long term, while being aware the connections and interactions
between economic, social and environmental dimensions. This is to combine the creation of value,
the progress of the company, the attention given to the Stakeholders and raising the standards of
living and quality of the environment.
“Added value” means the wealth created over a given reporting period, calculated as the difference
between the revenues generated and the external costs sustained in the period. Distribution of added
value among Stakeholders allows the existing relations between Pirelli and its main stakeholders to
be expressed by focusing attention on the socio-economic system in which the Group operates.
DISTRIBUTION OF ADDED VALUE (in thousands of euros)
2023
2022
2021
Gross Global Added Value
2,611,717
2,523,729
2,194,760
Remuneration of personnel
(1,225,311) 46.9% (1,178,609) 46.7%
(1,101,913) 50.3%
Remuneration of Public Administration
(134,198)
5.1%
(159,734)
6.3%
(115,158)
5.2%
Remuneration of borrowed capital
(194,103)
7.4%
(201,696)
8.0%
(144,281)
6.5%
Remuneration of the company34
(1,053,881) 40.4%
(980,166) 38.9%
(830,269) 37.5%
Contributions to the external community
(4,223)
0.2%
(3,524)
0.1%
(3,138)
0.1%
The added value created in 2023 is 3% higher than in 2022. Trends in the items determining gross
global added value, as shown above, are set out in the Directors’ Report on Operations and
Consolidated Financial Statements and Notes to the Financial Statements section of this report, to
which reference should be made for further in-depth study.
CONTRIBUTIONS FOR THE BENEFIT OF THE EXTERNAL COMMUNITY
In 2023, the ratio of expenses for corporate initiatives in favour of the external community to the
Group’s net result is 0.9% (0.8% in 2022). The increase in this ratio is due to the increase in
contributions to the external community compared to the previous year.
34 The company’s remuneration includes the remuneration of shareholders in the form of dividends resolved upon by the parent company
Pirelli & C SpA in the amount of €218,000,000 in 2023 (€161,000,000 in 2022)
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The table below shows the expenses incurred in the last three years.
CONTRIBUTIONS FOR THE BENEFIT OF THE EXTERNAL COMMUNITY (In thousands of €)
Training and research
Social-cultural initiatives
Sports and solidarity
Total contributions for the benefit of the external community
2023
2022
2021
1,307
1,053
755
2,305
1,606
1,918
881
865
465
4,223
3,524
3,138
For further information of the main initiatives supported by the grants indicated above and relating to
the model of governance, please refer to the sections in this report devoted to corporate contributions
and initiatives for the benefit of the external community.
In 2023, the Pirelli Group’s costs for annual membership of trade associations, advocacy activities,
etc. amount to approximately €1.518 million globally.
Next is the expenditure for trade associations, which are part of the lobbying activities and also
interact with policy makers.
TRADE ASSOCIATIONS (in thousands of €)
USMTMA - U.S. Tire Manufacturers Association (United States)
Assolombarda (Italy)
Unione Industriale (Italy)
ANIP - National Association of Tire Manufacturers (Brazil)
Assogomma (Italy)
ETRMA – European Tyre and Rubber Manufacturers Association (Italy)
Assonime (Italy)
wdk - Wirtschaftsverband der deutschen Kautschukindustrie e.V. (Germany)
Other35
Total Trade associations
2023
2022 2021
299
303
169
307
300
299
146
143
-
147
140
68
115
110
-
182
109
73
100
100
-
75
70
70
147
178
186
1,518 1,453
865
At the level of Associations in the United States, namely United States Tire Manufacturers
Association (USTMA) and MEMA, the Vehicle Suppliers Association, the share dedicated
35 Includes the membership fee for the Motor and Equipment Manufacturers Association (MEMA)
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exclusively to lobbying activities in 2023 amounts to $43,850 and $3,000, respectively. The US
Company Pirelli Tire LLC did not perform lobbying activity.
For the other Trade Associations mentioned it is not possible to indicate the share they dedicated
exclusively to lobbying activities, Pirelli pays an all-inclusive membership fee.
For more details on the lobbying activities of the two trade associations in the United States and of
which Pirelli is a member, USTMA and MEMA, please refer to the paragraphs “USTMA” and “MEMA”
of this Report.
For more details on lobbying activities with European institutions, please refer to the paragraph
“ETRMA – European Tyre and Rubber Manufacturers Association” of this Report.
In line with what is set forth in the Code of Ethics, Pirelli “does not give contributions or other benefits
to political parties and trade union organisations of workers, nor to their representatives,
notwithstanding abidance by any regulations that may apply”. Therefore, contributions in these areas
are absent (zero).
Pirelli’s institutional relations are permeated by criteria of maximum transparency, legitimacy and
accountability, both with respect to information disseminated in public venues and to relations
managed with institutional interlocutors in accordance with the Code of Ethics and the Institutional
Relations - Corporate Lobbying Policy.
PUBLIC LOANS AND CONTRIBUTIONS
With regard to the Italian companies, the main contributions received by the Public Administration in
2023 are shown below:
with reference to the agreement signed by Pirelli Tyre S.p.A. with the MiSE (Ministry of
Economic Development, now the Ministry of Enterprise and Made in Italy) in the 2019
financial year for the facilitation of three Research and Development projects up to a
maximum of €6.3 million in total, in the current financial year the company received
instalments of €2.7 million;
within the framework of the PNRR (National Recovery and Resilience Plan), the same
company obtained approval from the MOST (National Centre for Sustainable Mobility) funded
by the MUR (Ministry of Universities and Research) for the facilitation of Research and
Development activities on the ‘POC - Proof of Concept’ and ‘Scalability Grant’ calls for a total
of €0.4 million;
as part of the National Framework Scheme on State Aid - COVID 19 (Articles 54 - 61 of
Decree-Law Relaunch as amended by Article 62 of Decree-Law 104/2020), Pirelli Tyre also
obtained the admission to subsidies for 14 applications for an overall total of €0.1 million in
non-repayable funds, all collected in the current financial year;
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we also note that during the current year, Pirelli Digital Solutions S.r.l. signed a Regional
Programme Contract with the Puglia Region that provides for the subsidising of investments
and R&D activities at the new Digital Solutions Centre in Bari up to a maximum of €4.9 million
in non-repayable funds, of which €2.4 million was received during the year.
In addition, it should be noted that the following facilitations are still active, for which, however, no
fees were collected in the current year:
as part of the PNRR (National Recovery and Resilience Plan), Pirelli Tyres obtained a
concession decree from the MUR (Ministry of Universities and Research) for the facilitation
of research and development activities within the “National Centre for Sustainable Mobility -
MOST” up to a maximum of €1.2 million;
during the 2022 financial year, Pirelli Tyre S.p.A. obtained a concession decree from the
MISE for the facilitation of a Research and Development project in the Digital Solutions area
up to a maximum of euro 2.6 million;
also with regard to the PNRR, Pirelli & C. obtained a concession decree from the MUR
(Ministry of Universities and Research) for the facilitation of Research and Development
activities within the Ecosystem for Innovation “MUSA – Multi-layered Urban Sustainability
Action” up to a maximum of €0.4 million.
The main grants received by foreign affiliates are reported below:
in Romania, S.C. Pirelli Tyres Romania S.r.l. received a non-repayable grant from the
Romanian government of up to €23.8 million as an incentive for local investments, of which
€3.0 million will be received in 2023;
in China, the company Pirelli Tyre Co., Ltd. received non-repayable state grants worth about
€2 million.
RELATIONS WITH INVESTORS AND THE FINANCIAL MARKET
Pirelli believes that constant dialogue with shareholders and, more generally, with key financial
market stakeholders contributes to the creation of sustainable value for the Company.
In conducting such relations, the Company is inspired by international best practices, ensuring equal,
transparent, timely and accurate communication, all in compliance with current legislation on market
abuse. Over time, the company has developed multiple channels of communication with
shareholders and stakeholders the financial market.
During 2023, this communication activity continued with meetings, roadshows and participation in
industry conferences.
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In accordance with Recommendation No. 3 of the Corporate Governance Code and in line with
international best practices, the Board of Directors adopted the Engagement Policy in 2023; this
policy governs the management of dialogue by the Board of Directors, through the Executive Vice
President and CEO with shareholders and key stakeholders the financial market.
The Policy is published in the “Governance” section of the corporate website.
The “Investors” section of Pirelli’s website is constantly updated with information on strategy,
business model, market trends and positioning relative to competitors.
The interest of the financial community towards Pirelli is proved by the broad coverage of the stock
by 18 of the leading national and international investment banks and brokers and by the company’s
inclusion in the main indices, including FTSE ALL World, FTSE MIB, MSCI Small Cap. and Listed
Italian Brands.
The evaluation (Target Price) and the analysts’ estimates (Consensus) are published on the
company’s website in the ‘Investors’ section and periodically updated, based on publications and
model updates by analysts covering the stock.
In 2023, the performance of equity markets was affected by uncertainties in the macroeconomic
scenario, mainly related to inflation trends and the restrictive monetary policies adopted by central
banks.
Pirelli ended 2023 with a market capitalisation of €4.8 billion (average December capitalisation), an
increase of 17.0%. This compares36 with -19.1% Nokian, +31.8% Continental, +21.0% Michelin,
+37.5% Goodyear, +36.7% Hankook, +21.6% Bridgestone.
36 Stock market trend 1 January - 31 December; the value is net of dividend distribution and/or other extraordinary transactions.
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Below is a summary of the stock market performance since the beginning of the year:
Pirelli
Continental
Hankook
Nokian
Goodyear
EU A&P Index
Michelin
Bridgestone
FTSE Mib
Source: Bloomberg
FOCUS: SUSTAINABLE FINANCE
As at 31 December 2023, sustainability index-linked loans accounted for almost 67.6% of the
Group’s total gross debt (including leasing).
In detail:
- “sustainable” bank lines amount to €3.1 billion, of which €2.1 billion was utilised and €1.0 billion
was available in the form of committed revolving credit facilities;
- Sustainability Linked Bonds (SLBs) amount to €600 million.
Portion of ESG Gross Debt
ESG Bank Loans
Other sources Debt
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The Group’s first “sustainable” banking line dates back to the first quarter of 2020. This is a five-year
line for a total of €800 million divided into two tranches; a first tranche of €600 million with
sustainability targets and a second tranche of €200 million geared to circular economy targets.
In 2021, Pirelli confirmed its commitment and contribution to a sustainable economy with a three-
year €400 million bilateral loan, parameterised on the Group’s environmental sustainability targets
(CO2 emissions and sustainable water management).
2022 was an important year for Sustainable Finance within the Pirelli Group.
In the banking sector, the company has refinanced the main bank financing line of the Group by
introducing parameters linked to environmental sustainability objectives. The transaction, totalling
€1.6 billion with a five-year term, saw the participation of 16 national and international lending banks,
once again demonstrating the banking community’s sensibility and support for the Pirelli Group’s
sustainability strategy.
In addition, the Pirelli Group decided to publish a Sustainability-Linked Financing Framework,
covering a wide range of products, including bank financing, bond issues, insurance and financial
risk management instruments. Pirelli was the first company in the tyre industry to publish a
Sustainability-Linked Financing Framework, which demonstrates and reinforces the Group’s
commitment to ESG issues. The framework, which can be downloaded from the company’s website,
identifies in particular two objectives for the Group’s sustainable finance: the reduction of GHG
Scope 1 and 2 emissions and the reduction of GHG Scope 3 emissions from raw material purchases.
The framework obtained, as is market practice, a second party opinion from Sustainalytics, which
rated the KPIs chosen by Pirelli as “very strong” because they collectively account for 87% of the
Group’s total emissions (Scope 1, 2 and 3) and the targets as “Highly Ambitious” in the case of
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Scope 1 and 2 emissions and “Ambitious” for Scope 3. Once again, therefore, this certifies Pirelli’s
validity and commitment to sustainability.
Please note that in March 2024 the Company will update the Industrial Plan and related multi-
year strategic sustainability targets. The updated Plan and related Targets will be
simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
In the past 12 months, Pirelli debuted its first Sustainability-linked bond with a total nominal amount
of €600 million. The issue was placed with more than 190 international investors and saw demand
equal almost six times the supply, which amounted to approximately €3.5 billion. This is the first
Sustainability-linked issue with size benchmark of this type placed by a global tyre company. The
transaction reaffirms the company’s commitment to integrating sustainability into its business
strategy and is linked to the 2025 targets for the reduction of absolute greenhouse gas emissions
(Scopes 1 and 2) and emissions from purchased raw materials (Scope 3) that are contained in
Pirelli’s first “Sustainability-linked financing Framework”.
As part of its refinancing strategy, the Pirelli Group also entered into a new €300 million bilateral
banking line in June with a tenor of about 2.5 years. This banking line is also benchmarked to annual
sustainability targets (reduction of specific water withdrawals) at the end of each review period.
The commitment to the creation of sustainable value that characterises the Company’s responsible
management and its economic, social and environmental performance, allow Pirelli to maintain
leading ratings in some of the most prestigious sustainability stock indexes in the world.
Following the annual review of the Dow Jones Sustainability indices by S&P Global, the company
recorded the global Auto Components Sector Top Score, followed by the Sustainability Yearbook
2024 ‘Top 1%’ award.
Pirelli was reconfirmed as a leader in the fight against climate change by being placed on the CDP
“Climate A list”, as well as being awarded “Prime” status by ISS ESG, which includes it among the
sector leaders for ESG risk mitigation, and “ESG Top Rated” recognition by Sustainalytics.
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OUR CUSTOMERS
Pirelli is the only global tyre manufacturer entirely dedicated to the Consumer market, which includes
tyres for cars, motorcycles and bicycles.
The company is focused on the High Value market and is committed to developing innovative tyres
and Specialties and Superspecialties for a broad product portfolio. Sales channels include:
Original Equipment, addressed directly to the world’s leading car and truck makers;
Replacement, for the replacement of tyres on vehicles already in circulation.
In the field of Original Vehicle Equipment, Sport Utility Vehicles (SUVs) and light commercial
vehicles, Pirelli can count on a Premium customer market share of around 22% globally and around
22% in Europe; in the Original Equipment Prestige segment, which represents the highest of the
range, Pirelli is around 50%.37
Within Replacement, there are two broad types of Pirelli customers: Specialised Resellers and
Distributors. Specialised Resellers are tyre specialists operating on the market in the role of
independent businesses; specialised dealers constitute a fundamental point of contact between the
Group and the end consumer. Particular attention is devoted to specialised dealers in terms of
shared development to enhance the product offering integrated with a high-quality level of service,
in compliance with Pirelli values and consumer expectations. In 2023, Pirelli can count on around
19,500 loyal resellers globally, with a particular concentration in Europe, Asia-Pacific and South
America (over 75% of the total points of sale). The degree of affiliation varies according to the market
and the very presence of Pirelli, ranging from a softer loyalty (Fidelity Club), which has as main
objective for Pirelli territorial coverage and for the dealer sales support, to franchise programmes, in
which through the exclusive nature of the partnership there is strong focus on business development
point of sale overall, up to the maximum degree of affiliation, represented by the presence of points
of sale owned by Pirelli (300 points of sale worldwide).
Starting in 2016, and in line with Pirelli’s “Prestige” strategy, a new retail concept called P ZERO
WORLDTM was created, with the aim of offering top-class services aimed at satisfying the most
demanding consumers. P ZERO WORLDTM offers its customers the full range of Pirelli products
(Car, P ZEROTM Trofeo®, Pirelli Collection, Moto and Velo) and a series of customer-oriented
services such as car valet and courtesy car, all immersed in an environment that allows to fully
experience Pirelli World, being able to touch the most important assets such as F1®, the Calendar
and the continuous partnerships of Pirelli Design. The Network P ZERO WORLDTM by 2024 will
identify more than 100 shops among the best Pirelli customers, located in the main countries of the
world. Of these, five are already active Flagship Stores (Los Angeles, Munich, Monte Carlo, Dubai
and Melbourne), while the remainder are authorised dealers, with more than 25 new openings
planned for 2024.
37 Pirelli internal estimate
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Distributors are partners who are fundamental to guaranteeing continuity in the supply of tyres to
other specialised and non-specialised resellers. They do so by offering local delivery and distribution
services throughout the entire territory. With this in mind, Pirelli is activating several programmes of
close cooperation with the most important market distributors worldwide.
CUSTOMER FOCUS
Customer focus is a central element of the Group “Values” and “Ethical Code” and the “Quality”
Policy and “Product Stewardship” Policy of Pirelli. These documents outline the company positioning
and are therefore communicated to all employees in the local language and are available in many
languages on the Pirelli website.
Among the essential elements of the Pirelli approach, the following are highlighted:
consideration of the impact of its actions and behaviour on the customer;
exploitation of every opportunity offered by doing business to satisfy the customer’s needs;
anticipation of customer needs;
safety, reliability, high performance of products and services offered, in accordance with local
regulations and more developed national and international standards applicable, as well as
excellence of production systems and processes;
information to customers and end users to guarantee an adequate understanding of the
environmental impacts and safety features of Pirelli products, as well as of the safest ways of
using the product.
Pirelli also adopted a clear procedure to provide feedback to any customer claim, which involves
immediate intervention with respect to the interlocutor.
TRANSPARENCY, INFORMATION AND CUSTOMER TRAINING
In the context of advertising communication, Pirelli has defined a traceable and transparent process
for decisions relating to advertising campaigns and related media planning, both in the case of
promotional activities managed centrally and locally with central supervision.
In terms of production of advertising campaigns and media planning, Pirelli uses specific auditing
and certification structures that place the Company at the highest levels in terms of transparency
and traceability in its advertising investment strategies.
The Pirelli Group endorses the IAB (Interactive Advertising Bureau) and is associated with the UPA
(Associated Advertising Users), among other things dedicating ongoing commitment to support the
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Advertising Code of Corporate Governance of the association. Through the UPA, Pirelli is a member
of the WFA (World Federation of Advertisers), which commits participating firms to pursue honest,
truthful and fair competition and communication in compliance with the code of conduct and self-
regulation which they adopt. Consumer protection is also guaranteed by the choice of suppliers in
the communication sector (creative agencies, media centres, production companies) that in turn
belong
to business and professional associations governed by ethical codes regarding
communication.
Pirelli provides information to customer-distributors and end customers on a continual basis. This
information concerns both the product and related initiatives, and is disseminated in a variety of
ways, including digital channels, and this is complemented by information distributed in hard copy
format, as well as the range of offline and online training activities.
With 50 Car websites (in 29 languages), 20 Moto websites (in 12 languages) and 6 Cycling websites
(in 5 languages), Pirelli online represents a fundamental point of contact with the customer in the
tyre purchase process. These product websites, located not only by language, but also for content,
offer and promotional activities, have the objective of informing and guiding the consumer, in all
countries where Pirelli markets its products, to the points of sale where to buy the tyres or to purchase
online on our partner e-commerce platforms. In 2023, these websites attracted 14 million unique
users, for a total of 21 million sessions and around 50 million page views.
A further digital touchpoint that brings the consumer to the point of sale is represented by the Retail
sites: present in 9 countries, have intercepted in 2023 2.3 million users and generated over 145,000
appointment bookings, more than 120,000 calls to the dealer and more than 13,000 contact requests
via e-mail.
Particularly relevant in terms of engagement and training on sustainability issues was the Convention
dedicated to European Dealers organised by Pirelli in September 2023, in Cagliari. it was a plenary
session dedicated to Pirelli’s sustainability strategy with a series of vertical workshops on the new P
Zero E, product eco-design, sustainable materials, Pirelli Elect technology for the electric market,
and certifications.
In 2023, Pirelli also continued to inform its customers by means of a Direct E-mail Marketing (DEM)
programme, whose main objective is to provide an additional means of communication, training and
ongoing contact. These DEMs are intended to inform trade customers of the main news on products,
the Company and the courses available to become Pirelli Product Experts.
Several collaborations with the most important Prestige car manufacturers: 2023 opened with the
historic collaboration between Porsche and Pirelli on the dynamic launch of the Porsche 911 Dakar
in the Moroccan desert and on the ice of Austria, and then continued with the celebration of some
important anniversaries such as Lamborghini’s 60 years, Pagani’s 25 years and Lotus’s 75 years,
all glorious histories characterised by long partnerships with Pirelli.
July saw Pirelli participate for the first time at the prestigious Goodwood Festival of Speed as Official
Tyre Partner, where the new P ZeroTM range was presented to the media in a world premiere.
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Finally, the Pirelli P ZeroTM Experience 2023 calendar gave rise to five global events in the UK
(Silverstone), Italy (Mugello), Germany (Nurburgring), Austria (Red Bull Ring) and the USA (The
Motor Enclave), with over 400 participants in total and more than 5 million interactions with the social
content posted in relation to the events.
Pirelli’s commitment alongside the sports most in line with the Prestige and high performance
positioning that characterises the Company and its products continues: this is the case of the
partnership launched in 2018 with Luna Rossa, which will take part in 2024 in the 37th America’s
Cup scheduled to take place in Barcelona, and which in 2023 has competed in the preliminary races
scheduled to take place in September in Vilanova, Spain, and in late November/early December in
Jeddah, Saudi Arabia. Added to this was the sponsorship of navigator Ambrogio Beccaria and his
boat Alla Grande Pirelli, which in November 2023 won the Transat Jacques Vabres ocean race, also
known as the Route du Café, from Le Havre to Martinique. In addition, Pirelli has consolidated its
sponsorship of FC Internazionale Milano, of which it has become Global Tyre Partner from the 2021-
2022 season after 26 years on the Nerazzurri’s jersey, which won the Italian Super Cup in January
2023 and the Coppa Italia in May; as well as the renewed partnership with the Italian Winter Sports
Federation and the Alpine Skiing World Cup from the 2023/24 season (Val Gardena stage in
December 2023 and Cortina d’Ampezzo in January 2024).
Customer training on the product was also intense in 2023 in all markets, continuing to be mainly
virtual delivery. During the year, almost 3,000 dealers from more than 30 major markets participated
in online training courses on Pirelli products, technology, and tyre sales.
In order to support the product trainers, Pirelli continues to develop a library of technical content
developed for classroom courses and the TYRE CAMPUSTM tool, which aims to concretely
demonstrate the characteristics of Pirelli tyres, the raw materials used for their manufacturing and
the benefits of the different treads. With these tools, Pirelli trainers around the world can have
concrete and innovative support that allows customers to personally understand and verify the key
characteristics and advanced technology of Pirelli products. In 2023, the TYRE-CAMPUSTM online
training site covered over 30 markets in 17 different languages. More than 17,500 active users have
registered on the training platform to date. Training on the product is provided in an engaging and
customisable way on the various types of distribution channel, with more paths linked to the
individual product families. Users are not only involved by a modern and intuitive environment, they
are also involved by obtaining a ‘Product Expert’ certificate that can be downloaded from the site
once they have completed all the training courses assigned during the year.
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LISTENING AND EXCHANGING
CONTINUOUS IMPROVEMENT
IDEAS WITH THE CUSTOMER AS A SOURCE OF
Customer relationships are managed by Pirelli principally through two channels:
the local sales organisation, which has direct contact with the customer network and which,
thanks to advanced information management systems, is able to process and respond to all
information requirements of the interlocutor on-site;
the Pirelli Contact Centres, more than 20 worldwide with more than 110 employees, performing
information support and order management (inbound), telemarketing and teleselling (outbound).
In 2023, the overall fanbase of Pirelli’s social media channels increased by around 620,000 followers
compared to the previous year. Facebook remained the most relevant channel, with 2.6 million
followers. On X, Pirelli accounts reached almost 580,000 people. A very important step forward was
taken on Instagram - especially the motorsport channel - where in total Pirelli channels reached more
than 2.3 million followers. The introduction of the new motorsport channel Threads on Instagram,
opened towards the end of the year, on which 57,800 followers have already been registered, was
interesting. Pirelli’s followers on the main online video platform, YouTube, remained stable compared
to last year, with around 30,500 subscribers. The number of followers on LinkedIn also increased by
about 10%, now reaching about 715,000. Finally, the new profile on the TikTok platform, opened in
November 2022, reached 92,500 followers in 2023, 75,000 more than the previous year.
Regarding the site www.pirelli.com, Pirelli’s digital magazine, 295 articles were published in 2023 -
78% of which on product and motorsport issues and 22% related to brand and company dimensions
- collecting more than 5.1 million visits and more than 4.2 million unique users. The publication of
editorial content supports the telling of the story of the different dimensions of the company: from
people to sustainability, from technology to innovation, from products (cars, motorbikes, cycling) to
activities in motorsport and competition, from sponsorships to the Pirelli Calendar.
As for the Motorcycle world, the Pirelli and Metzeler brands boast a structured and widespread
presence on the main social networks; the Pirelli brand, in addition to the Facebook channel (with
more than 1 million fans connected to the Global Page that includes 17 local pages) is present on
Instagram with more than 200,000 followers. Also important to the business is the DIABLOTM Super
Biker mobile application, which has been further revamped and improved in terms of graphics,
usability and functionality offered to motorcyclists. The Metzeler brand, in addition to its international
and geo-localised website in 21 countries around the world, which in 2023 attracted 1.2 million
unique users, a total of 1.6 million sessions and 4.6 million page views, is also present on Facebook
with a Global Page that has more than 440,000 fans and includes 16 local pages in as many
countries. As with the Pirelli brand, Metzeler has had active Instagram, Twitter and YouTube profiles
for years. The CRM (Customer Relationship Management) project, in turn, has a priority position
given the passion for the Pirelli product by the registered motorcyclist community: over 547,000 for
Pirelli Moto and around 63,000 for Metzeler.
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Pirelli Cycling, in turn, also talks to its consumers through a dedicated website. Immediately active
in Instagram, Pirelli Cycling bases its communication on digital activation in line with the propensities
of its target consumer.
Also in 2023, direct customer listening activities were carried out both through the Brand Tracking38
survey in Pirelli’s Top Market (Italy, Germany, United Kingdom, China and United States) and
through surveys to consumers with whom Pirelli has a direct and constant dialogue thanks to
structured CRM activities. The ongoing changes made to this study over the years have made it
possible to refine and improve the precision of business insights into the brand role, image profile
and characteristics of the different touchpoints that influence the end customer’s purchase decision.
In terms of performance indicators, Pirelli considers Top of Mind, Brand Awareness and Brand
Consideration. With reference to the Target Premium 18” Up represented by owners of Premium
cars that can fit tyres of 18” and over, the analysis carried out in 2023 saw Pirelli positioned among
the main tyre brands: in second place for Top of Mind, Brand Awareness and Brand Consideration
in the UK, in first place for Top of Mind and Brand Awareness and in second place for Brand
Consideration in Italy, in third place for Top of Mind, Brand Awareness and Brand Consideration in
Germany. Outside Europe, Pirelli ranks fifth for Brand Awareness and in sixth place for Top of Mind
and Brand Consideration in the USA, while in China it ranks third for Brand Consideration, fifth for
Brand Awareness and sixth for Top of Mind.
PRODUCT SAFETY, PERFORMANCE AND ECO-SUSTAINABILITY
Pirelli’s Eco&Safety strategy places safety for people and technological solutions in support of the
environment among the essential values of the Company’s product offering and commitment. In
2023, the Company confirmed its continued focus on the development and marketing of tyres and
technologies that aim to increase safety and enhance the potential of cars in tandem with attention
to the environment.
In 2023, in fact, Pirelli introduced the P Zero E to the market, the new tyre that integrates the latest
technological innovations developed by Pirelli, put at the service of the new electrified and
sustainable mobility. Characterising the new tyre are several elements:
thanks to years of research on new materials and careful selection of suppliers, Pirelli was
the first to be able to make a UHP tyre with more than 55% natural and recycled materials
across the entire launch range, as validated by Bureau Veritas, a world leader in conformity
verification and certification services for quality, environment, health, safety and social
responsibility;
Pirelli P Zero E obtained the highest class (A) in all parameters of the European label for all
available sizes. Starting with rolling resistance, thanks to specific compounds (Rolling
38 Source: Kantar Brand Tracking July 2022
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Reduction Compounds) that support the autonomy of battery-powered vehicles, prolong tyre
life thanks to reduced wear and play a fundamental role in controlling the car in various driving
situations and in particular in wet braking. As of 2023, Pirelli P Zero E is the first product.
UHP with this label category;
the entire P Zero E range is marked Elect, which identifies the package of technologies
developed by Pirelli to enhance the characteristics of electrified cars. Pirelli Elect technology
is designed to offer the support necessary to enhance the performance of these vehicles,
without compromising tyre durability. The electric motor also brings two other issues to
consider when choosing tyres: noise, outside and inside the cockpit, and range.
The new Pirelli RunForward technology, making its debut on the P Zero E, is designed to keep
control of the car in the event of a puncture and allow you to continue driving. This system is made
up of reinforcing bezels on the tyre’s sidewalls, differentiated between the inner and outer sides,
which provide support for the tyre and allow it to travel up to 40 km at a maximum speed of 80 km/h
even at zero pressure. The advantages of tyres equipped with Pirelli RunForward are many,
including: a level of driving and acoustic comfort comparable to that of a traditional tyre, while
maintaining low rolling resistance and the convenience of not requiring special rims to benefit from
this technology. This technology is designed especially for BEV cars.
Pirelli also continues to invest in the higher performance segments and in 2023 introduced the new
P Zero R, the new road tyre for sports cars, from granturismo to supercars. Higher performance than
the P Zero and more versatile than the semi-slick P Zero Trofeo RS, the new product builds on
Pirelli’s experience with leading prestige car manufacturers and meets the needs of higher
performance cars that are also suitable for everyday use.
In 2023, Pirelli also launched the Scorpion MS, a high-performance all-season tyre dedicated to the
original equipment of latest-generation SUVs. The heir to the Scorpion Verde All Season and
Scorpion Zero All Season, the new product enriches the Pirelli Scorpion range with a solution
intended mainly for the APAC and North American markets. Like all Pirelli’s latest tyres, the Scorpion
MS is designed according to the Eco-Safety Design approach, which combines high safety
performance with reduced environmental impact. This is why the new tyre improves grip on dry and
wet surfaces and reduces rolling resistance compared to previous products. Furthermore, to meet
the needs of the countries it is aimed at, the Pirelli Scorpion MS enhances mileage, a characteristic
sought after by US drivers, and comfort, a quality demanded by Asian markets. Finally, having to
equip high-drive cars, the new Scorpion MS is able to drive on off-road and snowy stretches.
After a very innovative 2022 for Pirelli’s commercial offering, especially in North America, Pirelli
concludes the renewal of its commercial range in 2023 by introducing the P ZERO™ AS PLUS 3,
the brand new Ultra High Performance replacement tyre. Dedicated to premium cars, it guarantees
high levels of handling and braking in various weather conditions and offers a high mileage
guarantee of 50,000 miles. The product’s features were also rewarded by Tire Rack’s road test,
which ranked the product first.
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With the renewal of the range, Pirelli has focused its efforts strongly on products with the best rolling
resistance values; in Europe, Pirelli’s portfolio in class A/B is represented by 29% of the range (Pricat
October 2023 data), up from the previous year (2022 – 27%).
This major investment in products with excellent environmental performance has not been at the
expense of safety (Wet Grip); in Europe, Pirelli’s A/B class portfolio is represented by 87% of the
range, an improvement over the previous year (2022- 86%).
In terms of results in tests conducted by the European press, several satisfying milestones were
achieved in 2023 (14 podiums and 2 victories in total).
In particular, among the Summer tyres, the Cinturato P7 scored three podium places, in the
magazines/sites Teknikens Värld, Tyre Reviews and Tire Seeker.
The Scorpion SUV product also achieved a podium in the test conducted by the Tyre Seeker website.
The P-Zero achieved four podium finishes (Gute Fahrt, AutoZeitung, AutoBIld SportsCars, Tyre
Seeker), including one win in the Tyre Seeker test.
Among the winter tyres, the new Cinturato Winter 2 scored a podium finish in the Teknikens Vard
test, while the new Scorpion Winter 2 scored two wins in the AutoBild AllRoad and Al Volante tests
respectively.
Finally, the Cinturato AllSeason SF2 scored a podium in the AutoBild ReisenMobile test.
Equally noteworthy results were obtained by Pirelli products for the NAFTA market.
In the test for the Grand Touring All Season segment carried out by Tire Rack, the brand new
Cinturato Weatheactive took third place, thanks to its excellent handling qualities. In addition, Tire
Rack tested two Pirelli products in the Ultra High Performance All Season category, both of which
came in first place:
the brand new Pzero All Season Plus 3 won the Tirerack tests with accolades for its braking
and handling qualities;
the Elect version of the Pzero All Season Plus, against tyres dedicated to the competitor’s
BEV segment, came first, receiving praise for quietness and handling.
In this regard, it is worth mentioning that most Pirelli products are at the top of the consumer
satisfaction rankings published by Tire Rack (@Dec 2023):
Scorpion Zero All Season Plus in 1st place in the Street/Sport Truck All Season category;
Scorpion Zero All Season in 4th place in the same category;
Scorpion Weatheractive ranked 1st in the Crossover/SUV Touring All Season category;
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Scorpion AS Plus 3 ranked 3rd in the Crossover/SUV Touring All Season category;
Scorpion Winter ranked 1st in the Light Truck/SUV Winter/Snow performance category;
Pzero All Season Plus Elect ranked 1st in the Ultra High Performance All Season category;
P7 AS Plus 3 ranked in 1st place in the Grand Touring All Season category, considering only
All Season M+S products;
Cinturato Weatheractive ranked 2nd in the Grand Touring All Season category.
The focus on the evolution of mobility and the environment is also expressed in the Elect-labelled
tyre offering, which distinguishes all tyres developed specifically, together with car manufacturers,
for electric vehicles. The marking represents the clear identification of a tyre built through
technological solutions and material packages capable of enhancing the technical peculiarities of
electric cars, particularly in terms of:
low rolling resistance, to increase the life of the car battery;
low acoustic emissions, for greater driving comfort, in line with the silence of electric traction;
greater resistance of the carcass to better support the weight increase of the car given by the
batteries and at the same time guaranteeing better handling;
greater resistance of the tread compound to support the higher torque generated by the
electric motor, ensuring the necessary road holding.
Pirelli’s growing role within the Elect segment and strategic development partner is also made even
clearer by the achievement of more than 450 homologations (pure BEV, of which 192 obtained in
2023 alone) on 23 different carmakers, including numerous activities also within the OE BEV APAC
world, which is undergoing strong expansion and represents an element of diversification of Pirelli’s
OE presence. Pirelli’s strong OE investment was reflected in a strong increase in original equipment
sales with Elect technology: in 2023 Elect sales in the OE channel accounted for 16% of the channel
total (vs. 13% in 2022); almost 100% of Elect sales in the OE channel is for 18’’ up and account for
21% of 18’’ up sales in the OE channel. In the replacement channel, thanks to Pirelli’s pull-through
strategy, Elect sales grew by more than 50% vs. 2022 to account for 3% of total replacement.
Particularly suitable for electric vehicles, but not only, is the PNCSTM technology, a decisive
innovation for the reduction of interior noise generated by tyre rolling as a result of stress between
the road surface and the tread pattern. Benefits have been recognised by car manufacturers such
as Volkswagen, Jeep, Alpina, Karma, Great Wall, Enovate, Jaguar-Land Rover, BMW, Audi, Volvo,
Polestar, Mercedes, Ford, Tesla, Lucid, Porsche, Bentley, McLaren, Aston Martin and Rolls Royce,
with 445 approvals. PNCSTM technology in the OE channel accounts for 19% of the total (vs 14% in
2022) and 25% of the 18” up (vs 19% in 2022). In the spare parts channel there is a continuous sales
growth driven by the pull through strategy of +34% vs. 2022 and accounting for 9% of the total 18’’
up.
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HIGH VALUE APPROACH TO THE MOBILITY OF THE FUTURE
Pirelli closely monitors the evolution of mobility and its main trends such as digitalisation,
electrification, servitisation, mobility sharing and automated driving, elements that were already
present before the health emergency and are expected to evolve strongly in the coming years. In
fact, the health emergency has highlighted the importance of personal health and safety, and the
path to recovery is clearly geared towards greater sustainability for people and the planet, in which
technologies can play a key role in making the mobility of the future safer, more accessible, efficient
and with less environmental impact.
The mobility of the future cannot be separated from digitalisation, and in this area Pirelli is present
with the CyberTM TYRE project. Tyre ‘sensorisation’ is an integral part of the Group’s strategy that
makes technological innovation a distinctive and key element in responding to the major themes that
will transform the concept of mobility: autonomous driving, electric, sharing and 5G connectivity.
While the development of Cyber Tyre technology in 2021 saw the market launch of the McLaren
Artura, the first car with tyres natively integrated with the vehicle’s electronic systems in2022 and
2023, new iconic models of future mobility have been equipped with Cyber Tyre sensorised tyres,
providing useful information for vehicles to improve safety, performance and features.
Applying the market demand for mobility in the form of a service (Tyre As A Service) to tyres, Pirelli
continued the delivery of the new product introduced in the second quarter of 2022: PIRELLI Care.
The new and innovative way of purchasing tyres and car care services, via app with monthly
payment, has gathered the interest and adhesion of new users within the Italian market.
The mobility of the future also partly consists of a return to the past, where bicycles, now electrified,
play an important role, especially in urban mobility. This is why, since 2017, Pirelli has returned to
the world of bicycle tyres (consider that the first Pirelli tyre at the end of the 19th century was a
bicycle tyre), in which it is present with several product lines: P ZEROTM for high-performance racing
bicycles, designed for users devoted to maximum performance; CINTURATOTM for Endurance and
Gravel bicycles, where the more playful component of exploration and sporting activity understood
as well-being and lifestyle takes precedence over pure performance; SCORPIONTM, the line
dedicated to the off-road world of Mountain Biking, with all its variants from Cross Country to E-MTB;
and finally the AngelTM Urban line of tyres, ideal for all situations, urban and otherwise, of commuting
by pushbike.
A complete range of products developed by R&D Pirelli also in collaboration with the best
international professional teams in each category, to achieve maximum performance.
Added to this is the start-up of bicycle tyre production at the Pirelli plant in Bollate, which thus
becomes the only factory to produce ‘Made in Italy’ bicycle tyres on an industrial scale. The historic
facility, a few kilometres from Milan and inaugurated by Pirelli in 1962, has undergone a process of
modernisation and reorganisation to house the production of Pirelli Cycling’s high-end lines.
In the field of urban mobility, Pirelli is committed on several fronts to promoting and developing
modern and sustainable solutions. One of the main projects launched in recent years has been
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CYCL-e around, an important service innovation within the emerging business models of
Micromobility.
Pirelli’s CYCL-e around project proposes a model of active, shared, sustainable and digital mobility
to private customer communities, particularly companies and hotels. Members of client communities
can rent high-end electric bikes at their place of work or holiday for daily commuting or for discovering
the territory. This proposal complements existing public and private forms of mobility and, in addition
to responding to the growing needs of smart citizens, workers and active tourists, contributes to
overcoming the challenges of contemporary urban mobility in a sustainable way.
The year 2023 saw the growing adhesion of prestigious partners, such as Relais & Chateaux in the
hotellerie channel and major companies such as Terna S.p.A., Aon, Giorgio Armani, Bracco and
Electrolux, consolidating the positioning of the CYCL-e around service in Italy. These strategic
partnerships help to spread the use of electric bikes and promote a more active and sustainable
lifestyle.
Pirelli’s commitment to the dynamic field of New Mobility is further confirmed by its participation in
some of the main research programmes financed by the Ministry of Universities and Research as
part of the National Recovery and Resilience Plan (PNRR) with a focus on the evolution of mobility.
In particular, Pirelli is a founding partner of the National Centre for Sustainable Mobility (MOST) and
a member of the Ecosystem for Innovation MUSA. Both programmes, in collaboration with leading
university research centres, aim to inaugurate a new model of public-private collaboration that can
be replicated nationally and internationally. Within MOST, the research objective is to make the
mobility system ‘greener’ and more ‘digital’ in its management. through the development of
sustainable and inclusive projects. The MUSA Ecosystem, on the other hand, has a more local
characterisation and was created as a response to the challenges that the Milan metropolitan area
faces in its transition towards the three dimensions of sustainability: environmental, economic and
social. Pirelli, within these research programs, is studying, experimenting and developing new offer
innovations in the field of New Mobility, which will be added to the CYCL-e around proposal already
active on the market.
QUALITY AND PRODUCT CERTIFICATION
ISO 9001: since 1970, the Group has had its own Quality Management System introduced gradually
at all Plants and, since 1993, Pirelli has obtained certification of its quality system under the ISO
9001 standard. The transition process of its Plants and the Headquarters to certification according
to the new ISO 9001: 2015 ended in September 2018. In 2020, following the Covid-19 pandemic
situation, the IAF (International Association Forum) admitted the possibility of implementing remote
audits and extending the validity of expiring certificates. Pirelli ensured that surveillance and
recertification audits were carried out remotely and, in the field, where possible, in accordance with
IAF rules and in compliance with the rules for the preservation of personnel health, established by
the country and the company itself. In 2021, due to the continuation of the pandemic situation, the
Company continued to carry out surveillance audits in accordance with the procedures laid down by
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the relevant third-party bodies, guaranteeing the continuity of the certifications obtained. Starting in
2022 and continuing through 2023, following the re-establishment of the general conditions of
normality and in accordance with the procedures laid down by the appointed third-party bodies, the
Company resumed carrying out surveillance audits in presence, guaranteeing the continuity of the
certifications achieved.
IATF 16949:2016: since 1999 the Group has obtained the certification of its Quality Management
System according to the automotive scheme and subsequent evolutions. Following the evolution of
ISO 9001:2015 and the new IATF 16949:2016 (Automotive Scheme became private), Pirelli
achieved the Quality Management System certification in 100% of its eligible Plants as at 31
December 2018. In 2020, due to the pandemic situation, the International Automotive Task Force
allowed remote audits from 30 October 2020. Once again, Pirelli ensured that surveillance and
recertification audits were carried out in the field, and then remotely, in accordance with IATF rules
and in compliance with the rules for the preservation of personnel health, established by the country
and the company itself. In 2021, due to the continuation of the pandemic situation, the Company
continued to carry out surveillance audits in accordance with the procedures laid down by the
relevant third-party bodies, guaranteeing the continuity of the certifications obtained. Starting in 2022
and continuing through 2023, following the re-establishment of the general conditions of normality
and in accordance with the procedures laid down by the appointed third-party bodies, the Company
resumed carrying out surveillance audits in presence, guaranteeing the continuity of the certifications
achieved.
ISO/IEC 17025: since 1993 the Materials and Experimentation Laboratory of the Pirelli Tyre S.p.A.
and since 1996 the Experimentation Laboratory of Pirelli Pneus (Latin America) and since 2023 the
Materials and Testing Laboratory of Jining Shenzhou Tire Co. have had a Quality Management
System, and have been accredited under the ISO/IEC 17025 standard. This system is maintained
in accordance with the standard in force and the ability of the laboratories to perform accredited tests
is evaluated annually. In 2020, the Laboratory carried out its annual surveillance audit remotely, in
2021 and 2022 in hybrid mode, as stipulated by the Accreditation Body Accredia. In 2023, the
laboratory performed the renewal of the certificate with an in-person audit, guaranteeing the
continuity of accreditation.
Laboratories participate in proficiency tests organised by the International Standard Organisation,
the European Tyre and Rim Technical Organisation (ETRTO) or international circuits organised by
car manufacturers. Specifically in regard to car tyres, the focus on quality is confirmed by Pirelli’s
supremacy in numerous product tests. It is also guaranteed by its collaboration on product
development and experimentation with the most prestigious partners (auto manufacturers,
specialised magazines, driving schools, etc.).
The Product Certifications, which allow the marketing of the same in the various markets in
accordance with the regulations laid down by the different Countries, are coordinated and, for some
markets managed, directly by the Quality Function. The prevailing Certifications, obtained in the
Pirelli Group, cover the markets of Europe, North America, South America, China, the Gulf States,
India, Indonesia, South Korea, Africa, Argentina and Australia (the latter only ‘on demand’, as it
considers both the DOT - Department of Transportation - marking and the UNECE certificate valid),
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and involve all Pirelli plants. These Certifications periodically require factory audits by ministerial
bodies from the countries concerned or bodies delegated by them, with the aim of verifying product
compliance at the Pirelli production sites.
In 2022, on-site audits resumed, and only a few Governments and/or Type Approval Authorities (e.g.
for the markets in China and India) conducted remote audits for the purpose of production conformity
verification. As of 2023, all Governmental Authorities and/or Type Approval Authorities performed
in-person audits for production conformity verification.
COMPLIANCE
Also in 2023:
there were no significant cases of non-compliance with laws and regulations related to products;
no significant penalties were applied and/or paid for non-compliance with laws and regulations
related to products.
For details of activities and performance with respect to customers in the years 2021 and 2022,
please refer to the paragraph “Our Customers” in the respective Annual Reports.
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OUR SUPPLIERS
SUPPLY CHAIN SUSTAINABLE MANAGEMENT SYSTEM
The Supply Chain Management Model adopted by Pirelli fully meets the requirements dictated by
the international guidelines for sustainable procurement ISO 20400 - “Sustainable Procurement
Guidance”, as attested by a third party (SGS Italia S.p.A. in 2018 and again in 2021) following an in-
depth assessment of the Pirelli Procurement Model, the related corporate policies and strategies
and the internal processes applied to implement sustainability requirements in purchasing dynamics
and management of suppliers’ ethical performance. The assurance on full compliance with the
guidelines of ISO 20400 is flanked and complemented by the certification of compliance obtained by
the Company with respect to the guidelines on social responsibility dictated by ISO 26000, issued
by the auditor of this Report.
The Group’s relations with suppliers are based on fairness, impartiality and respect for equal
opportunities towards all those involved in the purchasing processes as prescribed by the Group
Values and Code of Ethics and in line with the OECD Guidelines on Duty of Care.
The mission of Pirelli’s Purchasing Department is to promote best practices and to purchase services
and goods for the effective and efficient operation of the Company and to ensure the best supply
base in line with the following priorities: best market value, quality, on-time delivery, speed,
innovation, compliance with local and international regulations and internal procedures.
The sustainable management of the supply chain at Executive level is headed by the Group
Procurement Director, who works in constant coordination with the Sustainability Department.
Starting in 2022, Pirelli’s Purchasing Department has also been further structured to manage ESG
aspects along the supply chain, within the Sourcing Excellence function, which among all other areas
of responsibility deals with the monitoring of supply chain performance and risks, the implementation
of supplier training and engagement & capacity building initiatives, and supplier support for closing
areas of improvement and thus ESG risk mitigation along the supply chain. Sustainable supply chain
management is addressed in the “Global Health, Safety and Environment” Policy, the “Global Human
Rights” Policy, the “Quality” Policy, the “Product stewardship” Policy, the Group’s “Sustainable
Natural Rubber Management” Policy, the “Green Sourcing” Policy, the “Social Responsibility for
Occupational Health, Safety and Rights, and Environment” Policy, published in several languages
on the Company’s website so that they are fully accessible to the general public. The Policies are in
turn the source of the details of what Pirelli requires of its Suppliers, expressed in the Pirelli
Suppliers’ Code of Conduct, also published on the Company’s website, both among the Policies
and in the “Suppliers Area”. In all the documents mentioned, with reference to the specific social and
environmental issues addressed by the individual Policies, Pirelli undertakes to establish and
maintain the procedures necessary to evaluate and select its suppliers on the basis of their level of
social and environmental responsibility, and to require them to implement a similar management
model in order to extend responsible management in the supply chain as far as possible to its origin.
Policies and purchasing practices are subject to continuous monitoring so that there is alignment
with the Code of Conduct and there are no conflicts with ESG expectations and objectives.
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Training is dedicated to Procurement Department and relevant buyers, as well as Internal
Stakeholders, on ESG management and processes, duly included in the Purchasing Training
Academy operated by Pirelli.
The Pirelli Suppliers’ Code of Conduct forms an integral part of the Contractual Terms and
Conditions of Purchase applied by Pirelli to all its Suppliers, and its principles acceptance is
envisaged since the qualification phase of the potential supplier.
The Code details what is required of Pirelli’s suppliers in the following fields:
Human and Labour Rights, on employment contracts, working hours, prohibition of child labour,
prohibition of forced labour and modern slavery, passport management, health and safety, non-
discrimination, pay equity, freedom of association and collective bargaining, rights of indigenous
peoples and prevention of land conflicts, privacy, conflict minerals, and internal security rules;
Environment, on the protection of biodiversity and natural resources, circular economy, waste
management, reduction of greenhouse gas emissions, water saving, elimination of single-use
plastics;
Materials, sustainable chemistry, hazardous materials management, governance to ensure there
are no violations in conflict minerals and with the intention of reducing them;
Business Ethics, with reference to the topics of fraud prevention and illegal acts, corruption and
abuse of office, fair competition and anti-trust, conflicts of interest, compliance with export
controls and sanction provisions, data protection and privacy, confidentiality, intellectual property
and adequacy of processes and records;
Due Diligence of the supply chain till upstream;
Whistleblowing procedure – Complaint Procedure.
Please refer to the text of the Pirelli Suppliers’ Code of Conduct for an exhaustive reading of the
specific requirements to suppliers for each of the above elements and areas.
The social, environmental and business ethics responsibilities of a Pirelli supplier are assessed
together with the economic and product or service quality to be supplied, right from the selection as
potential supplier stage, as detailed below.
The analysis of ESG (Environment, Social, Governance) performance continues with the
qualification phase of the potential supplier pre-analysed (and audited on-site by a third party for all
cases of potential suppliers of raw materials and high value-added goods) in the assessment phase,
and thento be “contractualised” through the Sustainability and Business Ethics Clauses included in
each contract/purchase order (and of which the Pirelli Suppliers’ Code of Conduct is an integral part).
Verification of the ESG compliance of those who become part of Pirelli’s panel of suppliers is
therefore carried out through periodic on-site third-party audits.
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The aforementioned Management Model and the related documentation are available on the
institutional Pirelli website, in the “Suppliers Area” section (https://corporate.pirelli.com/corporate/en-
ww/supplierarea/index-en-ww), dedicated to the world of supply and accessible to current and
potential Pirelli suppliers, as well as anyone with an interest in knowing the approach and procedures
adopted by the Company in the areas of purchases of good and service around the world.
PIRELLI SUPPLY CHAIN
Pirelli’s supply chain is global and includes suppliers of goods and services all over the world, with
slightly greater presence, in terms of both the value of purchases and the number of suppliers, in
OECD39 areas than in non-OECD areas, as shown in the following table.
78% of suppliers (up from 69% in 2022) operate locally with respect to Pirelli’s affiliates40 supplied
according to a local-for-local supply logic and excluding raw material suppliers, since they generally
operate where Pirelli does not have its own facilities.
The following tables show the value of purchases made by Pirelli and the percentage of related
suppliers broken down by geographic area.
VALUE OF PURCHASES BY GEOGRAPHICAL AREA (WITHOUT RAW MATERIALS)
OECD COUNTRIES
NON-OECD COUNTRIES
Europe
North America
Others
Latin America
Asia
Africa
Others
2023
49.9%
11.0%
5.8%
12.2%
8.7%
0.3%
12.0%
NUMBER OF SUPPLIERS BY GEOGRAPHIC AREA (INCLUDING RAW MATERIALS)
OECD COUNTRIES
NON-OECD COUNTRIES
Europe
North America
Others
Latin America
Asia
Africa
Others
2023
55.5%
4.4%
5.9%
17.5%
6.7%
0.6%
9.3%
2022
44.8%
6.9%
5.8%
18.7%
16.3%
0.3%
7.2%
2022
54.2%
4.4%
5.9%
17.9%
8.3%
0.6%
8.8%
2021
49.8%
6.8%
5.6%
11.4%
17.5%
0.5%
8.4%
2021
53.9%
4.5%
4.8%
18.9%
9.1%
0.2%
8.6%
39 For the complete list of OECD countries, see the official website http://www.oecd.org/about/membersandpartners/.
40 Local supply refers to the purchase of goods or services from a supplier located in the same country as the legal entity carrying out
the transaction.
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As can be seen in the table below, the most relevant and significant purchasing category, as
reconfirmed over the years, is raw materials, with a weight of 46% of the total.
On the other hand, Suppliers of consumables and services, represent about 97% of the total number
of suppliers, although the total value of purchases is lower than, for example, purchases of raw
materials, which, show a substantial concentration on a few operators.
VALUE OF PURCHASES BY TYPE
Raw Materials41
Consumables42
Services43
Capital Assets44
NUMBER OF SUPPLIERS BY TYPE
Raw Materials 45
Consumables
Services
Capital Assets
2023
46%
12%
39%
2%
2023
1%
34%
63%
2%
2022
44%
11%
43%
2%
2022
1%
33%
64%
2%
2021
45%
11%
39%
5%
2021
2%
37%
58%
3%
Lastly, further analysing the percentage composition in value of the mix of raw materials purchased
by Pirelli in the three-year period 2021-2023, it can be noticed that there are no particular fluctuations
over the years and that natural and synthetic rubber stably make up more than 1/3 of the raw
materials purchased.
RAW MATERIALS MIX46 PURCHASED AT VALUE
Natural Rubber
Synthetic Rubber
Carbon Black
Chemicals
Textiles
Steel
2023
12%
24%
12%
24%
18%
10%
2022
14%
27%
11%
23%
15%
10%
2021
14%
25%
11%
23%
16%
11%
Based on the analysis of these supply chain characteristics, Pirelli builds its supplier screening
model. The screening is the initial step of analysis, implemented to identify potential ESG risks in the
supply chain. The result is a risk assessment that integrates systematic desk research of suppliers’
41 Purchased to produce and package the organisation’s primary products and services
42 Indirect materials, auxiliary materials.
43 Energy, logistics services, shared services, ICT, R&D, marketing, trademarks and patents..
44 Machinery, civil works, moulds.
45 Purchased to produce and package the organisation’s primary products and services
46 Purchased to produce and package the organisation’s primary products and servicese
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ESG risk associated with the country, sector, specific good/material and thus the potential risk of
negative ESG impacts associated with suppliers. Considering the results of the ESG desk analysis
and associating additional elements such as the weight of spending and the level of supply
substitutability, Pirelli identifies significant suppliers, which, as described in the following paragraphs,
are the main recipients of development, training and engagement & capacity building initiatives.
In 2023, there will be 372 significant suppliers in the above terms, corresponding to 16% of the
Group’s total spending.
The ESG Elements in the Procurement Process
Pirelli uses the same approach to assessing ESG performance throughout the entire process of
interactions with a supplier, although in different ways among them, consistently with the intensity of
the interactions characterising the specific procedural stages.
During a first scouting phase, and thus assessment of potential suppliers of goods or services, a
buyer, who has been adequately trained, is able to gain a first impression of the abidance or
otherwise by the requirements of the product and ESG by the potential supplier. This makes it
possible to eliminate potential future suppliers that are clearly in possible violation of Pirelli
expectations.
Screening phase goes on with the on boarding. Pirelli asks all potential suppliers who gain access
during the on-boarding phase (pre-qualification and qualification) to fill in a questionnaire
through which the supplier can view and simultaneously accept Pirelli’s requests in terms of
economic, social, environmental and business ethics responsibilities. The approach considers
country, sector and commodity-specific economic and ESG risks (for example, the specific risks
related to natural rubber from the different countries). Among the questions asked of the potential
supplier, for example in the area of Human and labour Rights, is the request to certify that its
company: checks workers’ ages before hiring them and it ascertains that all of its employees satisfy
the minimum legal working age; uses workers provided with a written labour contract and who work
on a voluntary basis exclusively; abides by workers’ rights of freedom of association and participation
in trade-union activities; pays wages that meet the minimum legal standards; manages disciplinary
practices, if any, abiding by the law; abides by and applies legislative/contract provisions in the
matter of work schedules, overtime and rest periods. Further questions are aimed at identifying
potential integrity and corruption risks in advance. The EcoVadis is also used to extensively
investigate the supplier’s sustainability profile, from management systems to environmental
performance, human and labour rights, ethics and sustainable procurement. Raw material suppliers
are also required to complete the specific additional module for emission reduction management, as
reported in the Decarbonisation chapter.
Considerations of relevance to the business, country, sector and specific commodity ESG risks are
also at the origin of the on-site audit approach to potential suppliers of raw materials and high value-
added parts. The process of verifying the congruity of the supplier with the principles shared in
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Pirelli's Code of Conduct continues with the on-boarding phase. Indeed, for all potential new
suppliers and/or facilities of raw material and high value-added parts, which by their nature can
become development/long-term partners for the Company, and which are also granted much of the
spending of purchases, while often coming from countries and sectors presenting specific ESG risks,
Pirelli conducts a third-party preliminary on-site audit during the qualification phase to verify
the level of compliance of the potential supplier with respect to the principal national and international
regulations on Work, Environment and Business Ethics. Loss prevention information is also analysed
as a key element to prevent future cases of business interruption. The non-acceptance of the audit
and/or not entering into a corrective action/improvement plan of any non-compliance shall block the
qualification of the supplier. Supplier risk, potential and current assessments form the basis for
selection for supplier development, training and engagement & capacity building initiatives.
With a view to safeguarding the health of workers and the environment, for many years now Pirelli
has been carrying out preventive evaluations of new raw materials and process aids before these
materials can be used extensively by the Group’s operating units.
On the basis of specific documents made available by the Suppliers (the so-called ‘Safety Data
Sheet’ and the relative ‘Technical Data Sheet’) and by virtue of the requirements provided not only
by the most restrictive European regulations on the management of hazardous substances (see, for
example, the ‘REACH’ and ‘CLP’ Regulations), but also in consideration of the highest international
technical standards and the most up-to-date scientific knowledge (specific United Nations
databases, etc.), these internal assessments provide an up-to-date picture of the potential risks to
human health and/or the environment.
Furthermore, independently of and in addition to the requirements provided for by current laws, Pirelli
requires suppliers of raw materials and process auxiliaries used by the Group to detail and quantify
the residual impurities contained in the products sold to the Group, beyond mere compliance with
the limits imposed by current regulations (where present).
Finally, of note are the well-established monitoring activities of producers and suppliers of raw
materials with regard to compliance with the requirements of Regulation (EU) 2017/821 (as amended
by Regulation (EU) 2020/1588) concerning so-called ‘conflict minerals’ (to which a section is
dedicated below). The process of managing ‘conflict minerals’ activities starts out from the
qualification phase of potential new suppliers associated with the issue and continues throughout
the duration of the supply as fully described in the dedicated section within this Report.
With regard to the contractual stage, for more than a decade the Sustainability and Business Ethics
Clauses (including anti-corruption) have been included systematically by Pirelli in contracts and
orders for the purchase of goods and/or services and/or works, both with private suppliers and with
the Public Administration (or institutes/enterprises under public control) or NGOs, worldwide.
In particular, the clauses require all suppliers to accept the principles of the Pirelli Suppliers’ Code
of Conduct, the contents of which, as mentioned above, govern Pirelli’s requirements in terms of
human and labour rights, the environment, decarbonisation, biodiversity, sustainable management
of materials and conflict minerals, business ethics and the obligation of due diligence on the supply
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chain, up to upstream, as well as Pirelli’s right to carry out audits and subject to termination in the
event of violation. The clause, published in the “Suppliers Area” within the “General Terms and
Conditions of Purchase”, reads:
The Supplier declares to have read and understood the Pirelli Suppliers’ Code of Conduct,
published and accessible at Supplier_CoC_EN.pdf (amazonaws.com), which sets out the
principles by which Pirelli conducts its business and relations with third parties.
In light of the above, the Supplier undertakes, in connection with the performance of each
Contract(s) and/or Order(s), to manage its business in compliance with the Pirelli Suppliers’ Code
of Conduct.
Pirelli has the right to verify, throughout the duration of the Contract, directly or through third
parties, the Supplier’s compliance with the Pirelli Suppliers’ Code of Conduct, subject to
confidentiality and reasonable notice.
In case of breach by the Supplier of the obligations set forth in the Pirelli Suppliers’ Code of
Conduct, or in case of refusal by the Supplier to implement an action plan required by Pirelli or
in case of failure to implement an action plan agreed with Pirelli in relation to the Pirelli Suppliers’
Code of Conduct, Pirelli may suspend with immediate effect performance of the Contract and/or
Order, without prejudice to its right to terminate the Contract(s) and/or Order(s) pursuant to
Article 6.2 and exercise any other remedy provided by law.
The Supplier is entitled to report to ethics@pirelli.com any violation or suspected violation of the
Pirelli Suppliers’ Code of Conduct and/or of any applicable legislation; reports may be made
anonymously, but must contain a description of the facts constituting even a suspected violation
of the provisions contained in the Pirelli Suppliers’ Code of Conduct, including information on the
time and place of the facts represented, and the persons involved. Pirelli will not tolerate threats
or retaliation of any kind against the whistleblower or anyone who has collaborated in the
activities of verifying the validity of the report, and reserves the right to take all appropriate action
against anyone who carries out or threatens to carry out such acts of retaliation. Pirelli
guarantees the anonymity of the whistleblower in compliance with the law.
In addition, always in line with the consideration of business relevance, country, sector and
commodity specific risks:
-
suppliers that can be associated with Conflict Minerals risk are required to sign a further
dedicated clause, which is set out later in this Report in the Conflict Minerals Policy section and
to which reference should be made for further details on the management of the issue. Specific
sustainability clauses are applied to Natural Rubber Suppliers, which implement the
requirements of the Policy on Sustainable Management of Natural Rubber, without prejudice to
Pirelli’s right to audit and terminate the contract (as set out in the Policy).
At the level of monitoring and assessing supplier performance and risks, the process of creating
a real vendor rating system on ESG performance was completed between 2022 and 2023, through
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the adoption of the EcoVadis platform. The external system, adopted from 2022 to monitor the
sustainability performance of vendors and propose improvement plans on environmental, human
rights, ethics and sustainable sourcing, also offers access to ESG benchmarks. Through clear
Scorecard it is possible to monitor the company’s positioning with respect to the reference industry,
manage/prioritise improvement actions, and compare performance within the EcoVadis network.
Finally, with reference to the Reports received by the Group’s Whistleblowing channel available to
Suppliers, it should be noted that in 2023, no reports were sent by Suppliers. It remains objectively
impossible to confirm that the total number of reports from Suppliers corresponds to the number
mentioned above, since some reports were anonymous, as specified in the section: “Focus: Group
Whistleblowing Procedure”, to which reference should be made for more details on Whistleblowing
received and handled in 2023. With reference to the Grievance Procedure for reporting violations of
the Policy on Sustainable Natural Rubber Management, no reports were received during 2023.
FOCUS: ESG ASSESSMENT, CORRECTIVE ACTION AND CAPACITY BUILDING
During 2023, 565 suppliers underwent sustainability assessments to identify current (versus
potential) risk in environmental, social and governance terms through Ecovadis assessments and
on-site third-party audits.
About 70% of them fall within the perimeter of ‘significant suppliers’, i.e. suppliers with potential ESG
risk and/or relevant to the business.
133 of them presented current ESG risks downstream of the assesment. 100% of them have a
corrective action/improvement plan with specific actions and timing, and for all of them Pirelli
provides multiple tools to support them in implementing their corrective action/improvement plans.
For example, on-site visits to analyse the sustainable performance of suppliers are paid for by Pirelli,
and there suppliers have the opportunity to analyse their gaps in depth and identify the best return
solutions, which they agree with Pirelli.
Equally important are the “capacity building” activities that in 2023 were destined for about 280
suppliers, both in the area of training on human rights management and in the area of management
strategy and reduction of emissions impacts. Of these, at least 1 in 3 falls within the perimeter of
‘significant suppliers’, i.e., suppliers at potential ESG risk and/or relevant to the business.
In 2023, training also began on Human Rights, in line with the materiality resulting from the risk
analysis conducted in 2022, inviting all suppliers of Raw Materials and all the suppliers of Capital
Goods with whom Pirelli has a long-term strategic relationship to participate in the first phase. See
in this regard the chapter “Human Rights Risk Assessment”.
A decarbonisation capacity-building plan is also underway for suppliers of raw materials with the
greatest impact in terms of CO2 emissions, aimed at supporting them in fully understanding Pirelli’s
expectations and defining low-carbon development plans.
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The focus in terms of capacity building & training dedicated to high and medium risk suppliers for
both human rights and biodiversity will continue until all risk is gradually covered.
R&D PARTNERSHIPS
Pirelli has entered into several partnerships with strategic suppliers and universities for the
development of innovative materials with a low environmental impact (materials described in the
product environmental management sections of this Report). As part of the activity to develop new
nanofillers, for example, pursued since the early 2000s through research contracts with universities
and collaborations with suppliers, Pirelli has begun to industrially introduce materials of mineral origin
to partially replace precipitated silica and carbon black. Compared to the production processes of
the raw materials substituted, the innovations mentioned above have ensured water savings, as well
as a reduction in CO2 emissions of more than 75%, saving about 19,000 m3 of water and about 600
tons of CO2, respectively.
Furthermore, as part of the development of ‘bio-based’ raw materials, the first car product containing
at least one compound with a significant lignin content, the Pzero 5, was industrialised in 2023.
Lignin is not only a product of plant origin, but is itself obtained as a co-product of the paper industry
and normally intended for burning. Pirelli research, conducted with an Open Innovation approach
through projects with universities and exclusive suppliers, has made it possible for the first time to
obtain a form of Lignin compatible with use in high performance compounds.
FOCUS: ESG ON-SITE AUDITS
The Pirelli management model has been characterised by third-party on-site audits since 2009.
Compared to self-assessment or remote assessments, this approach allows for a very high level of
reliability of the audit results, as they are carried out on-site and in person by a specialised third
party.
Not only that, the on-site audit is also a capacity building activity for the supplier, analysing at the
same time the compliance of its activities with local and international legislation on the environment,
human and Labour rights and Business Ethics, with the opportunity to draw up a remedy plan with
the advice provided by the auditor.
The on-site audit is carried out already in the pre-qualification phase for all potential new suppliers
and/or plants of raw materials and high value-added goods that, by their nature, can become
development/long-term partners for the company, to which, moreover, a large part of the
procurement spending is allocated.
In addition, every year Pirelli conducts an on-site third-party ESG audit campaign at active suppliers’
sites to cover all product and geographic areas of purchase.
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The annual Audit Campaign covers suppliers considered critical and significant based on the results
of economic materiality and ESG risk criteria of the country, sector and commodity.
The parameters considered in assessing critical and significant suppliers, are multiple:
the supplier is bound to Pirelli by multi-year contracts;
the replacement of the supplier and/or related product may be complex;
the supplier holds a high percentage of Pirelli’s purchase for the specific product category;
the economic burden of the purchase is significant;
the supplier plays a relevant role in terms of impact on innovation;
the supplier operates in a Country, sector and/or supplies a commodity, good or service
considered to be at risk under environmental, human rights and/or employment terms;
the supplier has not yet undergone an ESG audit by Pirelli or special critical issues have been
detected in previous audits;
there is information, a perception or doubt concerning possible violations by the supplier in the
matter of social, environmental and/or business ethics responsibility.
The ESG risk assessment is performed annually with the engagement of Purchasing Managers in
consultation with the relevant departments, involving Enterprise Risk Management and Sustainability
Managers.
From the above assessment, and in particular from the last three criteria identified above, comes the
selection of high-risk ESG significant suppliers to be audited on-site during the annual campaign (in
addition to the mandatory on-site audit at the selection stage for potential raw material suppliers).
Each on-site audit has an average duration of two days in the field and includes a factory visit,
interviews with workers, management and trade union representatives.
The external auditors carry out the audits on respect for Human and Labour Rights, compliance with
environmental regulations, the level of sustainable management of the supply chain by the supplier,
and the codes of conduct and policies adopted and implemented, following a checklist of parameters
derived from the SA8000® standard (a reference tool officially adopted by the Group for managing
social responsibility since 2004), from the Pirelli Suppliers’ Code of Conduct (in turn consistent with
the areas of social, environmental and governance sustainability dictated by the United Nations
Global Compact and underlying OECD and ILO regulations) and from the Pirelli Policies “Global
Health, Safety and Environment”, “Global Human Rights”, “Diversity, Equity and Inclusion”, and
“Sustainable Natural Rubber Management”. Since 2019, KPIs related to loss prevention issues have
been added. For natural rubber suppliers, the on-site Audit checklist is enriched with additional and
specific parameters, deriving from Pirelli’s Policy for the Sustainable Management of Natural Rubber
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and in line with the expectations of the Global Platform for Sustainable Natural Rubber (a specific
section is dedicated to the topic of Natural Rubber Sustainability below).
On the basis of audit findings, and where non-conformities are found, the supplier signs off a
corrective action plan suggested by the independent auditor, to be implemented within specific
deadlines. The actual return from non-compliance within the prescribed time limit is then verified
through follow-up activities followed by the third-party auditor, who reports to Pirelli. In the event of
refusal by the Supplier to implement an action plan requested by Pirelli or failure to implement an
agreed action plan, Pirelli may suspend with immediate effect the execution of the Contract and/or
the Order, and/or terminate the contractual relationship.
Below the number of third-party ESG audits performed in the last three years:
Year
2021
2022
2023
Audit Number
9347
8248
2749
In the year 2023, on-site audits involved Pirelli suppliers of all product categories operating in Brazil,
China, India, Indonesia, Italy, South Korea, Malaysia, Mexico, Spain, and UK.
The results of audits carried out during 2023 show 19% of audited suppliers without any non-
conformities. In addition to these, there are a further 4 audits from the 2023 Campaign, carried out
in January 2024, for which the audit report will be available in February 2024, while further audits
from the 2023 Campaign will be carried out during Q1 2024.
Suppliers where non-conformities (and Medium or High associated risk) have been found have
signed a corrective action plan to be implemented within specific deadlines, which, as per the
Procedure, entails follow-up by the third-party Auditor to evidence and confirm that corrective action
has been taken.
The results of the on-site ESG Audit together with the additional evaluations carried out during the
on-boarding of the supplier are integrated into the annual Vendor Rating process whereby a rating
is given to the supplier that sums up ESG performance, the qualitative level of supplies, the quality
of the commercial relationship and the technical-scientific collaboration.
Lastly, the Group Internal Audit Department verifies the adequacy of the management and oversight
of the ESG audit process on suppliers by the responsible functions.
47 Of which 18 on potential new suppliers of raw materials.
48 Of which 29 on potential new suppliers of raw materials.
49 Of which 12 on potential new suppliers of raw materials
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MATERIALITY OF ESG IMPACTS ON THE SUPPLY CHAIN
Occupational health and safety, human rights and labour rights are material issues and monitored
in all categories of purchases, with a higher risk of negative impact in the case of raw materials
suppliers operating in countries considered to be more at risk than others, from the point of view of
compliance with national and international labour legislation. With specific reference to the issue of
Human Rights and the results of the risk assessment on the supply chain, please refer to the section
“Respect for Human Rights” within this Report.
Considering the life cycle of the Pirelli product (which is specified in the “Environmental Dimension”
chapter of this report), the environmental impacts of the supply chain are found prevalently in the
category of raw materials, in terms of direct emissions by the supplier but also of indirect emissions
accounted for by Pirelli. With reference to the water footprint along the life cycle of Pirelli products,
the impacts are prevalent again in the area of raw materials and specifically in the area of natural
rubber processing, a material on which particular attention is also paid in terms of preventing the risk
of deforestation and protecting biodiversity, as detailed in the next section.
Pirelli mitigates the risks mentioned through the Management Model adopted and up to now
described, which is completed with the engagement and capacity building activities mentioned
above.
SUSTAINABILITY OF THE NATURAL RUBBER SUPPLY CHAIN
With global demand for natural rubber expected to increase, sustainable management of the related
supply chain is essential to preserve forests, biodiversity and to enable sustainable development for
local communities and economies. The economic, social and environmental sustainability of the
natural rubber supply chain is among the priorities of Pirelli, with the full awareness that the origins
of its rubber supply chain impact in forestry terms.
The natural rubber supply chain - from upstream to downstream - includes producers/growers,
traders, processing plants, distribution companies and manufacturing facilities. Pirelli is at the end of
the chain, as a tyre manufacturer that does not own its own plantations or natural rubber processing
plants. Pirelli intends to play an active role in the aforementioned context, contributing to the efforts
that are globally dedicated to the sustainable management of natural rubber.
In October 2017, Pirelli issued its Policy on Sustainable Management of Natural Rubber, after a long
process based on consultation with key Stakeholders and companies that have longstanding
experience in terms of sustainable procurement of materials.
Pirelli’s Policy is aligned with the Policy Framework of the Global Platform for Sustainable Natural
Rubber (GPSNR), of which Pirelli is also a founding member and upon which a focus is followed.
As stated in the Policy, Pirelli undertakes to promote, develop and implement the sustainable and
responsible sourcing and use of natural rubber throughout its value chain. In particular, the Policy
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emphasises the positioning of the Company and what is required of the natural rubber suppliers in
terms of:
defence of Human Rights and promotion of decent working conditions;
promotion of the development of local communities and prevention of conflicts related to land
ownership;
protection of ecosystems, flora and fauna;
no to deforestation, no to the exploitation of the peat bogs, no to the use of the fire, and adoption
of the “High Conservation Value (HCV)” and “High Carbon Stock (HCS)” methodologies;
efficient use of resources;
ethics and anti-corruption;
traceability and mapping of socio-environmental risks along the supply chain;
clear indication of the governance model envisaged by the Policy, and consideration of the risks
identified in the definition of the purchasing strategies;
encouragement of its suppliers and sub-suppliers to the adoption of solid certification systems,
internationally recognised and verified by third parties, at all levels of the supply chain;
promotion, support for the Company’s active participation in cooperation initiatives at sector level
and among Stakeholders that play a significant role in the value chain, in the belief that, in
addition to the individual commitment of companies, a shared effort can accelerate and
strengthen the path towards a sustainable development of the global natural rubber supply chain;
activities aimed at the implementation of the Policy;
commitment to reporting on the results achieved;
provision of a dedicated grievance mechanism that allows stakeholders to address any
grievances and initiate remedial action.
In terms of the Company’s commitment to non-deforestation, it should be noted that the date and
cut-off year for the non-deforestation target is 1 April 2019, as stated in the Policy and in line with
the dictates of the GPSNR Platform.
The Company also released the Implementation Manual for the Pirelli Policy on Sustainable
Management of Natural Rubber. The aim of the manual is to facilitate the understanding of the
principles, commitments and values expressed in the Policy, as well as provide guidance for its
implementation in the supply chain. As already happened for the preparation of the Policy, also the
process of preparation of the Manual has foreseen the involvement and the consultation of the main
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Stakeholders concerned, both locally, with the main actors of the supply chain (processors, retailers,
small plantation owners), and globally, all with the support of the NGO Earthworm Foundation.
At the same time, Pirelli has defined and published a Roadmap, updating it periodically. The
Roadmap to 2025 is published on the company website together with the performance KPIs in the
Sustainable Natural Rubber Management Policy area within the Sustainability section, to which you
are referred (https://corporate.pirelli.com/corporate/en-ww/sustainability/policies/sust-sustainable-
natural-rubber-policy).
All KPIs, planned for 2023, were achieved or exceeded, particularly at the end of 2023:
100% of the volume of natural rubber purchased comes from suppliers audited on-site by a third
party on the implementation of the Pirelli Sustainable Natural Rubber Policy;
90.1% of the purchased natural rubber volumes come from suppliers who are members of the
Global Platform for Sustainable Natural Rubber (to which the following section is dedicated);
99% of the volumes purchased come from Suppliers that have implemented a roadmap of
activities in line with Pirelli’s Sustainable Natural Rubber Policy;
all volumes come from a known Tier 1 source;
99.5% of the volumes purchased come from natural rubber suppliers trained in both the Policy
and Pirelli’s Implementation Manual for Sustainable Natural Rubber Management.
The Policy, the Implementation Manual and the Roadmap 2022-2025 are published on the Group
website, in the Sustainable Natural Rubber Management Policy area within the Sustainability
section.
Pirelli’s long-standing support of local producers continued in 2023 together with the Indonesian
supplier Kirana Megatara: 80 scholarships were given to children of local farmers and 150 farmers
were trained on the correct ways to extract natural rubber, so as to protect natural resources and
maximise yields while preserving and prolonging the life of rubber trees.
Pirelli is committed to increasing the transparency and traceability of the natural rubber supply
chain, and to this end it explores both individually and at the sector level the tools that are being
developed on the market with a view to best meeting Stakeholders’ expectations and at the same
time intervening to support the sustainable development of the chain from upstream to downstream
in an evolving regulatory environment, primarily by ensuring compliance with the European Union
Deforestation Regulation (EUDR) that will come into force on 30 December 2024. A significant result,
also in terms of innovation, was obtained by Pirelli in 2021, with the production of the first tyre line,
at the world level, certified by the Forest Stewardship Council (FSC) for natural rubber and rayon.
FSC forest management certification confirms that plantations are managed in such a way as to
preserve biological diversity and bring benefits to the lives of local communities and workers, while
ensuring economic sustainability.
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In 2021, Pirelli in partnership with BMW and BirdLife International launched a multi-year project
called “Living Rubber, which aims to promote long-term sustainable and deforestation-free natural
rubber production in Indonesia.
Pirelli aims to preserve 2,700 hectares of rainforest in Hutan Harapan (Sumatra Island) from
deforestation, as well as protecting the indigenous community and protecting endangered animal
species. The different activities are implemented in coherence with the “Desired State” of the Global
Platform for Sustainable Natural Rubber (GPSNR).
More precisely, the Project sets precise performance KPIs with respect to economic development
for natural rubber farming families, community rights, collaboration with institutions, healthy
ecosystems and resilient agro-ecosystems for an ecologically sustainable supply chain.
For details on the Project please refer to the “Sustainable Natural Rubber” section of the company
website.
This was followed by an in-depth look at activities within the Global Platform for Sustainable Natural
Rubber (GPSNR).
TOGETHER FOR THE SUSTAINABILITY OF NATURAL RUBBER – THE GPSNR PLATFORM
The Pirelli Policy on the Sustainable Management of Natural Rubber states in Section VIII that:
“Pirelli believes that the global challenge of natural rubber sustainability requires engagement,
cooperation, dialogue and partnership among all involved actors In addition to engaging with its
suppliers, Pirelli fosters and supports active cooperation at industry level and among stakeholders
playing a material role in the natural rubber value chain, with the conviction that in addition to
corporations’ individual engagement, a shared effort can result in stronger and faster progress
towards sustainable development of the global natural rubber supply chain. Pirelli cooperates with
national and international governmental, non-governmental, industry-wide and academic initiatives
to develop global sustainable natural rubber policies and principles.”
In line with the stated approach, in 2017 Pirelli played a proactive role in the creation of the Global
Platform for Sustainable Natural Rubber – GPSNR, together with tyre manufacturers which are also
part of the Tyre Industry Project Group, within the World Business Council for Sustainable
Development. The development of the Platform benefited from the contribution, ideas and
suggestions of the main categories of Stakeholders involved in the value chain, such as rubber
producers, processors, automobile manufacturers, and from the fundamental contribution deriving
from the experience of major international NGOs.
The Platform, launched in Singapore in October 2018 with the participation of the first “founding
members”, including Pirelli, is independent, based on multi-stakeholder dialogue and aims to support
the sustainable development of the natural rubber business globally, for the benefit of the entire
value chain through shared tools and initiatives based on respect for human and labour rights,
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prevention of land grabbing, respect for biodiversity and increased plant productivity, especially
those of small owners. The first GPSNR General Assembly was held in March 2019.
In 2021, the General Assembly stipulated that from 2022 onwards, members must annually provide
the status of implementation of the GPSNR Policy (status provided by Pirelli to GPSNR)
Also in 2023, Pirelli actively participated in several working groups launched by the platform,
specifically:
the “Smallholder Representation Working Group”, which Pirelli co-chairs, has identified a
geographically diverse group of farmers capable of effectively representing the interests of
smallholders within the platform and identified three representatives to sit on the Executive
Committee;
work continues to support the smallholder community on the platform, with the aim of extending
the geographical presence covered and achieving the new targets set;
the “Capacity Building Working Group”, which Pirelli co-chairs, in 2022 has continued its
activities aimed at developing a capacity building strategy in favour of smallholders and industrial
plantations, identifying potential sources of financing;
the “Traceability and Transparency Working Group” which aims to identify an appropriate tool
to improve the large-scale traceability, and therefore transparency, of the complex natural rubber
supply chain. During 2021, the group focused on mapping the traceability systems offered by
the market, with a specific focus on those already used in the world of natural rubber. The work
will continue in 2022, with the aim of defining the general characteristics that the traceability tool
must have in order to meet the level of transparency required by the GPSNR platform; Pirelli
participated until the working group completed its task in early 2022 and the working group was
closed. The traceability and transparency work was transferred to the Risk sub-working group,
of which Pirelli is a member, set up to identify and manage risks to support the development of
GPSNR.
the Shared Responsibility working group aims to define the principles and framework for the
implementation of shared responsibility within the platform. Work continued in 2023 with the
start of a two-year capacity building project targeting 5,000 farmers, which Pirelli is sponsoring
and should be completed by Q2 2024.
Decarbonisation
In implementing the decarbonisation strategy adopted by the company, Pirelli’s Industrial Plan in
force as at 31 December 2023 includes a target to reduce emissions attributable to its own supply
chain activities, which is an integral part of the group target validated by the Science Based Targets
initiative (SBTi). In detail, the target is to reduce absolute CO2 emissions related to the purchase of
raw materials (Scope 3) by 9% by 2025 compared to 2018 values.
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With regard to the objectives, Pirelli achieved 91% coverage with primary data of indirect Scope 3
Upstream emissions in 2023. The total value of Scope 3 Upstream emissions in 2023 is 2,175 kton
of CO2equivalent (18% reduction in 2023 compared to 2018 baseline values). The reduction is mainly
due to actions and projects implemented by suppliers that resulted in a reduction in the emission
factor. Pirelli is engaged in capacity building and engagement campaigns with its suppliers in order
to identify possible actions to reduce emissions, starting from their materiality in terms of spending
and emission impacts, starting with the most significant suppliers in terms of emissions impact.
For more details on performance and targets regarding Scope 3 emissions, SBTi targets and 2023
performance, please refer to the section “Greenhouse Gas Emissions Management and Climate
Transition Plan” within this report. Please refer instead to the Group Footprint infographic, in the
section “Environmental Footprint and Strategy of the Pirelli Group” for the representation of the
Scope 3 impacts of the various life cycle phases.
CDP SUPPLY CHAIN
For years Pirelli has been involved in the Climate Change, Forest and Water Security programmes
promoted by the CDP (formerly the Carbon Disclosure Project). In implementation of its Green
Sourcing Policy, since 2014 Pirelli has in turn decided to extend the CDP assessment request to its
key suppliers at the Group level, identified according to environmental and economic materiality
criteria. In 2023, the selection concerned the suppliers with the greatest impact on the Group’s
Carbon Footprint in the Raw Materials, Logistics and Energy categories.
The CDP Supply Chain supports Pirelli in monitoring the Scope 3 emissions of its supply chain and
ensures that suppliers are adequately sensitised on issues related to Climate Change, in order to
identify and activate all possible opportunities to reduce climate-changing gas emissions. In 2023,
the set of emission reduction actions implemented by Pirelli’s suppliers participating in the
programme made it possible to avoid global atmospheric emissions of about 36 million tonnes of
CO2 equivalent, associated with economic savings estimated at $2.5 billion50.
Pirelli is the first company, among tyre manufacturers, to have introduced CDP Supply Chain into its
supply chain globally and has set itself the goal of achieving a 90% response rate for raw material
suppliers by 2024.The response rate recorded in 2023 was 88%, up 6% from last year’s performance
(82% in 2022, 88% in 2021, 84% in 2020, 81% in 2019, 74% in 2018).
In addition, the Company is included in the Supplier Engagement Rating Leaderboard 2023
published by CDP, having scored A on an assessment of the management of climate-related issues
along its supply chain.
50 Source CDP
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POLICY ON CONFLICT MINERALS
Conflict minerals are normally defined as any mineral mined, refined or traded under conditions of
armed conflict and human rights violations, mainly in the Democratic Republic of the Congo, but also
in any conflict-affected or high-risk area.
The concept of Conflict Minerals was introduced by Section 1502 of the Dodd-Frank Act, a United
States federal law, in 2010. “Conflict minerals” means gold, columbite-tantalite (coltan) cassiterite,
wolframite and their derivates like tantalum, tin and tungsten that come from (or are extracted in) the
Democratic Republic of Congo and/or bordering Countries. Such minerals are commonly called
“3TG” (Tungsten, Tin, Tantalum, Gold).
The objective of the Conflict Mineral Rules is to discourage the use of minerals whose sale might
finance violent conflicts in Central Africa where serious violations of human rights have been
recorded for many years. Under Conflict Mineral Rules, listed companies in the United States are
required to perform reasonable due diligence in tracing the provenance of these materials and
reporting the findings to the SEC and publishing them on their website, with the first report to be
published by 31 May 2014 (relating to 2013) and subsequently updated each year.
In turn, the European Institutions in May 2017 approved the 2017/821 Regulation (subsequently
amended by Regulation (EU) 2020/1588), which “establishes duties in terms of due diligence in the
supply chain for EU importers of tin, tantalum and tungsten, their minerals, and gold, originating in
conflict zones or at high risk”. The new provisions came into force in January 2021.
Pirelli addresses the management of this issue through a process of risk identification and mitigation.
This process is aligned with that indicated by the Organisation for Economic Co-operation and
Development (OECD), with particular reference to the “OECD Due Diligence Guidance for
Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas”.
This process consists of different steps and tools:
annual tracking of conflict minerals in the raw materials in its supply chain, aimed at
identifying the origin of the minerals up to the mines or smelters and the existence of any
conflict minerals;
assessment of the real need for use according to the safety and performance requirements
of Pirelli products;
annual survey of suppliers using the tools defined by the Responsible Minerals Initiative
(RMI), in particular through tools such as the Conflict Minerals Reporting Template (CMRT)
for 3TG and the Extended Minerals Reporting Template (EMRT) for other conflict minerals
such as Cobalt and Natural Mica;
analysis and mitigation of risks at Smelter/Refiner (SOR; Smelters Or Refiners) level by
verifying compliance with the standards set by the Responsible Minerals Assurance Program
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(RMAP), also considering the search for alternative sources of supply to support risk
mitigation.
In addition to the Conflict Minerals Policy, Pirelli expresses its position on the management of the
issue in a section dedicated to it in its Global Human Rights Policy, where it is stated that the
Company “requires its suppliers to ensure the commitment to carry out proper due diligence as part
of its supply chain in order to certify that products and materials provided to Pirelli are “conflict free”
along the entire supply chain (i.e. that they do not come from mines or foundries operating in conflict
zones identified as such by the applicable legislation on “conflict minerals” unless they are certified
as “conflict free”). Pirelli reserves the right to discontinue the relationship with suppliers in case of
clear evidence of supply of minerals from conflict and in any event in the case of violation of Human
Rights”.
The above is further set out in the Pirelli Suppliers’ Code of Conduct, which is in turn an integral part
of the General Terms and Conditions of Purchase. Purchasing (of both Materials and Goods and
Services) whose objective is not to purchase Materials, Goods or Services containing “Minerals from
Conflict Zones” unless they are certified as “conflict free”. All this is explicitly highlighted by a
dedicated clause that Pirelli asks Suppliers to sign: for example, in the case of Materials, this clause
reads:
The Supplier represents and warrants that the Goods and Services supplied or to be supplied to
Pirelli under the Contract and/or the Orders do not contain and shall not contain for the entire duration
of the supply any Conflict Zone Minerals.
The Supplier undertakes:
(i) provide Pirelli with a comprehensive description of the procedures and tools that have been
implemented to ensure that the Goods and Services and the parties involved in the supply of the
different components of the Goods and Services do not contain Conflict Minerals;
(ii) to maintain an active due diligence programme to identify and track all Minerals from Conflict
Zones in its supply chain based on Organisation for Economic Cooperation and Development
(OECD) and Responsible Minerals Initiative (RMI) procedures and tools;
(iii) to supply 3TG Minerals, Cobalt and Natural Mica from smelters that have been classified as
“Conformant” (as described in https://www.responsiblemineralsinitiative.org/responsibleminerals-
assurance-process/ and https://www.responsiblemineralsinitiative.org/smeltersrefiners-lists/);
the
“Conflict Minerals Reporting Template”
(iv) to complete, for each type of Good and Service provided under the Contract or Orders, the latest
version of
(CMRT), downloadable at
https://www.responsiblemineralsinitiative.org/reportingtemplates/cmrt/, and the “Extended Minerals
Reporting
at
https://www.responsiblemineralsinitiative.org/reportingtemplates/emrt/, and to send the same by e-
mail to conflictminerals@pirelli.com;
downloadable
Template”
(EMRT),
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(v) to send the documents referred to in (iv) updated annually (always) or in the event of any change
in the composition and/or parts/components and/or production process of the Goods and/or Services
supplied, and/or any change in the list of foundries and/or the “Conformant” classification status
referred to in (iii).
In the event of breach by the Supplier of any of its obligations under this clause 1.15, Pirelli may
suspend performance of the Contract and/or Order with immediate effect, without prejudice to its
right to terminate the Contract(s) and/or Order(s) and exercise any remedy provided by law.
The Global Human Rights Policy, the Pirelli Suppliers’ Code of Conduct and the General Terms and
Conditions of Purchase are available on the Company’s website.
Over the years, Pirelli has progressively strengthened its model of management and mitigation of
the risk associated with Conflict Minerals, extending its scope from the so-called “3TG” minerals (tin,
tantalum and tungsten, their ores, and gold) to include, on a voluntary basis, first Cobalt (from 2019)
and, from 2022, also Natural Mica.
This extension has been linked to an increasing focus on Cobalt, used in the Lithium-ion batteries
that are an integral part of electric vehicles, mobile phones and laptops. The focus on Cobalt is
motivated by three main reasons: the growing worldwide demand for this mineral, the fact that its
extraction is concentrated in the Democratic Republic of Congo, which holds about 50% of the
world’s reserves51, and the existence of numerous reports associating Cobalt mining with the risk of
negative social (e.g., child labour, human rights violations) and environmental impacts.
Similarly with regard to Natural Mica (used on a large scale in cosmetics and paints), numerous
reports indicate that the extraction and processing of the mineral, concentrated in India and
Madagascar and heavily reliant on manual often artisanal and low-scale processes, is often
associated with illegal activities, child labour and dangerous and unhealthy working conditions.
In relation to the aforementioned conflict minerals, in any case, it is useful to point out that the
materiality of the subject for Pirelli products is decidedly small: e.g., the volume of minerals (3TG)
used by Pirelli Tyre in a year weighs, in fact, less than one tonne, a quantity less than one millionth
of the volume of raw materials used annually by the Company and which is equally distributed among
most tyres produced. To give an example, a tyre weighing 10 kg contains about 10 mg (milligrams)
equivalent of tin, in the extremely low concentration of 1 ppm (one part per million).
Despite the negligible amount of these minerals in relation to the volume of raw materials used, their
presence inside tyres is of significant technical importance, contributing to their safety and
performance.
The suppliers surveyed in 2023 cover 100% of the “conflict minerals” risk associated with the tyres
produced by the Group. 100% of the suppliers involved have already provided precise indications
as to the source of the materials in question, listing all foundries as required by the procedure. The
51 Data updated in 2014.
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investigation led to no evidence of critical issues in the supply chain related to 3TG, Natural Mica
and Cobalt.
SUPPLIER AWARD
Every year Pirelli recognises the contribution of its best suppliers, putting sustainability, continuous
innovation, quality of raw materials, impeccable service and competitiveness at the heart of Pirelli
Supplier Day.
The 2023 event was held at the company’s headquarters in Milan, in the presence of the Executive
Vice President and the Chief Executive Officer. It involved a selection of large, medium and small
companies from all over the world, most of which were considered ‘strategic suppliers’. The five, who
distinguished themselves during the year for sustainability, quality, innovation, service level and
performance, were awarded by Pirelli’s Chief Procurement Officer.
Supplier Day 2023 was also an opportunity to reaffirm Pirelli’s Open Innovation approach, which
envisages the involvement of suppliers, universities and innovation hubs in the continuous process
of innovation and the development of new products, making the most of new bio-based, recycled
and nanopolymer materials.
A special spotlight was shone on the excellence and commitment of the entire supply chain that
helps Pirelli achieve its goals. Sustainability was at the forefront, for example, in the company’s 2030
goal of carbon neutrality and reduction of fossil-based materials, thanks to innovation and research
on renewable or recycled sources.
TARGETS
Decarbonisation of the raw material supply chain in line with SBTi target 3.
Please note that in March 2024, the Company will update the Industrial Plan and related multi-
year strategic sustainability targets. The updated Plan and related Targets will be
simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
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ENVIRONMENTAL DIMENSION
The Pirelli Group considers protection of the environment and biodiversity as fundamental values in
the exercise and development of its activities.
The Pirelli approach to environmental management is set forth in accordance with the United Nations
Global Compact, of which Pirelli has been an active member since 2004, and the “Rio Declaration
on Environment and Development”.
The Pirelli Values and Ethical Code states that “key consideration in investment and business
decisions is environmental sustainability, with the Group supporting eco-compatible growth, not least
through the adoption of special technologies and production methods (where this is operationally
feasible and economically viable) that allow for the reduction of the environmental impact of Group
operations, in some cases even below statutory limits”.
The environmental management model adopted is detailed in the Group’s Policies on “Health, Safety
and Environment”, “Product Stewardship”, “Quality”, “Green Sourcing”, based on which Pirelli
undertakes to:
govern its activities with regard to the protection of the environment, in full compliance with the
applicable international, national and local regulations and all the voluntary commitments signed,
as well as in line with the highest international management standards;
pursue the protection of the environment and biodiversity through the continuous identification,
assessment, prevention and mitigation of environmental risks along the value chain;
minimise impacts on biodiversity, ecosystems and the related ecosystem services of its business
units, following the principle of “No net loss of biodiversity” through the “mitigation hierarchy” (i.e.:
avoid, minimise, restore and compensate);
minimise its operations in protected areas and/or sites which are relevant for biodiversity and/or
of special interest/value, and ensure that the choice of any new production sites is made with
respect of protected areas, ensuring the preservation of biodiversity, ecosystem services and the
prevention of deforestation;
develop products and production processes in compliance with the principles of the circular
economy, translated into the “5Rs” approach (Re-think - Refuse - Reduce - Reuse - Recycle), in
order to pursue climate change mitigation and progressive decarbonisation along the value
chain, the responsible use and reduction of natural resource consumption (“Resources
Stewardship”) and minimise pollutant emissions;
assess and reduce the environmental impact of its products and services throughout their entire
life cycle (supply chain, in and out logistics, manufacture, use phase and end-of-life phase), as
well as of products and services purchased;
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develop and implement emergency management programmes designed to prevent harm to the
environment in the event of accidents;
define, monitor and communicate to its Stakeholders specific goals for the continuous
improvement of occupational health and safety and environmental performance associated with
its processes, products and services throughout their life cycle;
monitor the environmental impacts of its suppliers by requesting them to adopt the same
management model along the supply chain;
support customers and end-consumers in understanding the environmental impacts of its
products, informing them of the safest use and disposal methods, facilitating recycling or reuse
wherever possible;
empower, train and motivate its employees on how to work in a safe and environmentally-friendly
manner, involving all levels of the organisation in a continuous training and information
programme, designed to promote a culture of occupational health and safety and respect for the
environment, as well as to ensure that the company’s responsibilities and procedures in these
areas are appropriately updated, communicated and understood;
collaborate actively at a national and international level with institutional, academic, non-
the regulation, study and sustainable
industry bodies concerned with
governmental,
management of environmental issues;
require, through contractual clauses and the Pirelli Suppliers’ Code of Conduct, that its suppliers
implement a management model at their sites and along their supply chain with regard to
occupational health and safety, care of the environment, protection of biodiversity and
ecosystems, prevention of deforestation, conservation and responsible use of natural resources,
in accordance with international standards and the laws and regulations of the countries where
they operate.
For further details, please refer to the section “Our Suppliers”, which also dedicates an in-depth
report to the issue of sustainable management of Natural Rubber. Pirelli has implemented integrated,
structured, dynamic management systems focused on continuous improvement, based on best
practices and relevant recognised international standards.
In terms of Governance, the Board of Directors of Pirelli & C. S.p.A., supported in its activities by the
Board Sustainability Committee, approves the sustainable environmental management strategy and
targets integrated within the Industrial Plan, which include, for example, those pertaining to climate
change, decarbonisation of the value chain, reduction of product and process environmental
impacts, and biodiversity.
In turn, Pirelli’s Top Management, supported by the Health, Safety and Environment function as well
as other functions variously involved (by way of non-limiting example the R&D, Sustainability,
Purchasing, Quality, Manufacturing, Enterprise Risk Management functions) has a strategic role in
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the full implementation of Pirelli’s Environmental Management Model and related strategic goals,
ensuring the involvement of all personnel and of those who collaborate with Pirelli, so that they
express behaviour coherent with the values contained therein.
Pirelli makes available to all its Stakeholders a channel (the “Whistleblowing Policy - Reporting
Procedure”, published on Pirelli’s website) dedicated to reporting, even anonymously, any situations
that constitute or may constitute a risk for safeguarding the environment.
No reports concerning environmental issues were received during 2023.
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JOINING THE TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) AND
TCFD REPORTING
In September 2018 Pirelli formally joined the Task Force on Climate-Related Financial Disclosures
(TCFD) set up by the Financial Stability Board52.
In supporting the initiative, Pirelli is committing to the voluntary disclosure of transparent reporting
and the disclosure of all relevant information on risks and opportunities related to climate change,
as indicated in the TCFD recommendations.
To this end, Pirelli publicly reports this information both within this report and through the CDP
Climate Change programme where, in 2023, it was again confirmed as one of the leading companies
by being placed on the A-list.
Specifically, the four thematic areas and their eleven recommendations identified by the TCFD, since
the Pirelli financial statements are integrated, are addressed as follows.
GOVERNANCE (concerning risks and opportunities related to climate change).
a) Board of Directors’ oversight
Pirelli’s Board of Directors, supported in its activities by the Sustainability Board Committee (to which
the results of the Climate Change and Water Stress Risk Assessment are brought), approves the
decarbonisation and climate change (Climate Transition Plan) objectives and targets integrated in
the Company’s Industrial Plan and discusses its performance at least annually, as well as approves
the contents of the Pirelli’s Annual Report, including the consolidated Non-Financial Statement and
all climate change-related data contained therein.
Within the Board of Directors, the position of CEO is delegated to sustainability topics, including
those pertaining to environmental management and related climate change and decarbonisation
targets. In this role, the CEO is entrusted with the task of overseeing matters related to the company’s
operations and implementing the guidelines defined by the Board of Directors, with the support of
the Board Sustainability Committee.
52 The Task Force on Climate-related Financial Disclosures (TCFD) was established in 2015 by the Financial Stability Board (FSB) - the
body that monitors the global financial system - with the goal of developing a set of recommendations on the reporting of Climate
Change risks. The aim is to guide and encourage companies to align the information disclosed with investors’ expectations and needs.
In June 2017, the Task Force published 11 recommendations in the areas of Governance, Strategy, Risk Management, Metrics and
Targets.
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In addition, Pirelli’s Board of Directors approves the General Remuneration Policy, which includes a
target to reduce absolute CO2 emissions, consistent with the organisation’s climate transition plan,
within the Long-Term Incentive Plan (LTI) applied to executives including the CEO.
b) Role of management
The strategic evolution of Group Sustainability, including issues relating to climate change and
decarbonisation, is entrusted to the Sustainability Strategic Committee, a body appointed in 2004,
chaired by the CEO and composed of the Company’s Top Management representing all the
organisational and functional responsibilities, which holds ordinary meetings at least twice a year.
In support of the above-mentioned committee, the Sustainability Operational Committee has also
been set up, chaired by the CEO and consisting of the Company’s Top Management, with
responsibility for the strategic and operational management of the Group’s sustainability matters,
including, among others, human rights, health and safety, climate change and decarbonisation.
The organisational structure is thus made up of a Sustainability and New Mobility Department,
reporting directly to the Company’s CEO, which supervises management at Group level and
the Sustainability Strategic Committee. The
proposes sustainable development plans
Sustainability and New Mobility Department Is headed by the Director of Sustainability and New
Mobility, who is responsible for overseeing climate change and decarbonisation related topics at
Group level and proposing associated targets to the Sustainability Strategic Committee. Reporting
to the Director are the Decarbonization Officer, the Product Stewardship Officer, the Group
Sustainability and Diversity Officer, and the Future Mobility Officer.
to
The Sustainability and New Mobility Department is supported by:
a Sustainability Working Group made up of sustainability representatives within the various
central company departments in order to guarantee constant monitoring and coordination of
strategic programmes with an impact on the competence of the specific departments;
Country Sustainability and Diversity, Equity & Inclusion Managers overseeing activities covering
all Group affiliates. The role of the Country Sustainability Manager is currently held by Country
CEOs, who are supported by their direct subordinates in operational management of Country
plans.
STRATEGY (actual and potential impacts of risks and opportunities related to climate change
on business, strategy and financial planning).
With a view to long-term management, Pirelli monitors the Carbon Footprint and Water Footprint of
its entire organisation and is committed to the progressive reduction of the related impacts on
resources, climate and ecosystems. As extensively described in the section “The Pirelli Group’s
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Environmental Footprint and Strategy” of this report, the Company has adopted a control and
monitoring system that allows the qualitative and quantitative identification of the materiality of
environmental impacts along the life cycle of the product on the basis of which the company defines
the response strategy.
In addition, Pirelli periodically performs sensitivity analyses and risk assessments for the Group and
its value chain with respect to transition scenarios towards a low-carbon economy and climate
scenarios53, in order to have a constantly updated picture of potential risks and opportunities linked
to climate change and water stress, which are of interest to the business, with the relative
quantification of potential financial impacts. For further details, please refer to the section “Emerging
Risks Related to Climate Change and Water Stress” within the “Directors’ Report on Operations” of
this report, and to Pirelli’s public responses to the CDP Climate Change questionnaire54.
a) Climate-related risks and opportunities (short, medium and long term)
In line with the results of the last Group Climate Change and Water Stress Risk Assessment, in the
short- to medium-term (2023/2025-2030), there are no significant impacts from physical and
transitional risks on the production activities of Pirelli’s factories and those of its suppliers, or on the
markets in which the Group operates.
On the other hand, elements of uncertainty remain in the long term (>2030-2050), when Pirelli’s
plants could be subject to a series of risks of both a physical nature (extreme weather events with
potential impacts on plant production continuity) and regulatory nature (possible effects on operating
costs).
On the contrary, there are opportunities for growth in the sales of Pirelli Eco & Safety Performance55
products, which identify car tyres characterised by rolling resistance and wet grip belonging to the
A, B, C values of European labelling, which is used as an internal metric to classify all the products
Pirelli produces not only in Europe but worldwide.
b) Impacts of climate-related risks and opportunities
As discussed in the section “Emerging Risks Related to Climate Change and Water Stress” within
the “Directors’ Report on Operations” of this report, to which reference should be made, in relation
to internal metrics of potential financial impact, no risks with a significant impact in the short-medium
53 The Group’s latest Climate Change and Water Stress Risk Assessment considered the IPCC - Intergovernmental Panel on Climate
Change - climate scenarios (RCP 2.6, RCP 4.5, RCP 7.0 and RCP 8.5) and the IEA - International Energy Agency - energy transition
scenarios (STEPS, APS and NZE-2050) for the analysis.
54 Available on the websites of both Pirelli (https://corporate.pirelli.com/corporate/en-ww/sustainability/sustainability/cdp-climate-change)
and CDP (https://www.cdp.net/en/responses).
55 Eco & Safety Performance products identify car tyres that Pirelli produces not only in Europe but throughout the world and whose
rolling resistance and wet grip performance fall within the A, B, C values of European labelling.
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term were identified concerning the production processes of the Group’s operating sites and those
of its suppliers (upstream value chain), or the markets in which Pirelli operates (downstream value
chain).
c) Resilience of the strategy
The results of the scenario analyses, carried out as part of the Climate Change and Water Stress
Risk Assessment, were evaluated for the definition of climate-related targets, constituting the
company’s Climate Transition Plan, in line with the goal of limiting global warming to 1.5°C, as part
of the sustainable development strategy to 2025 and 2030 published in the current Industrial Plan,
in force as at 31 December 2023.
At process level, highlighted the targets of reducing energy consumption and absolute CO2
emissions, 100% supply of grid electricity from renewable sources by 2025 and Group carbon
neutrality (Scope 1 and Scope 2) by 2030 are highlighted. In particular, the absolute CO2 emission
reduction targets were developed in accordance with the guidelines of the Science Based Targets
initiative (SBTi), which validated them in May 202256, judging them to be consistent with the actions
needed to keep global warming within 1.5°C. They cover both the production process (Scope 1 and
2 emissions) and the reduction of emissions in the supply chain (Scope 3). Furthermore, in June
2022, Pirelli expressed to SBTi its commitment to the Corporate Net Zero standard57, pledging to
formalise, within two years, a long-term target to reduce emissions from its value chain by around
90%, compared to the 2018 figure, by 2050 at the latest. At product level, among the many Eco &
Safety performance targets, in terms of climate impact there is the goal to have, by 2025, more than
70% of new car products, (i.e. new labelled Ip-code considered at group level) classified A or B for
rolling resistance, according to the highest European labelling standards, and more than 90%
classified A or B for ‘wet grip’. With regard to the business strategy based on the development of the
Eco & Safety Performance product line, this is designed to give Pirelli a competitive advantage over
its competitors in the face of growing market demand for low-emission goods and services. Thanks
to the positive trend that has seen the Eco & Safety Performance tyre revenue, compared of the
Group’s total revenue, grow from 5% in 2009 to 72% in 2023, the 2025 Pirelli’s target of 66% has
already been achieved.
56 Pirelli’s previous emission targets, also validated in 2020 by SBTi in line with the “well below 2°C” scenario, had already been reached
by the end of 2021, four years ahead of the original deadline.
57 SBTi’s Corporate Net Zero Standard is the framework that the Science Based Targets initiative has developed for companies to set
consistent targets to achieve net zero emissions by 2050.
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RISK MANAGEMENT (identification, assessment and management of risks related to climate
change).
a)
Identification and assessment processes
The process adopted by Pirelli to identify and assess the possible financial impacts, in terms of risks
and opportunities, related to climate change is based on the Group’s Climate Change and Water
Stress Risk Assessment, which is updated on a bi-annual basis by the Sustainability and New
Mobility Department in collaboration with Enterprise Risk Management and other relevant corporate
functions (Operations, Purchasing, Environmental Governance, Compliance, among others). The
analysis assesses the evolution of possible physical, regulatory, technological, reputational and
market risks that may affect the company and its value chain, both upstream and downstream, with
respect to transition scenarios towards a low-carbon economy and climate scenarios58 with short to
medium (2023/2025-2030) and long-term (>2030-2050) time horizons. For the conclusions of the
analysis, please refer to the section “Emerging Risks Related to Climate Change and Water Stress”
within the “Directors’ Report on Operations” of this report, and to Pirelli’s public responses to the
CDP Climate Change questionnaire59.
b) Management processes
The most material risks identified through the Climate Change and Water Stress Risk Assessment
are weighed and classified against internal metrics of potential financial impact: for each risk or
opportunity that has been recognised as material, a risk mitigation plan is prepared, or an internal
discussion is initiated to capture the maximum benefit from the opportunity.
c)
Integration into overall risk management
The process of identifying, assessing and managing risks related to climate change is fully integrated
into Pirelli’s risk governance model, as described in detail in the “Risk Factors and Uncertainty”
section included in the “Directors’ Report” of this report.
58 The Group’s latest Climate Change and Water Stress Risk Assessment considered the IPCC - Intergovernmental Panel on Climate
Change - climate scenarios (RCP 2.6, RCP 4.5, RCP 7.0 and RCP 8.5) and the IEA - International Energy Agency - energy transition
scenarios (STEPS, APS and NZE-2050) for the analysis.
59 Available on the websites of both Pirelli (https://corporate.pirelli.com/corporate/en-ww/sustainability/sustainability/cdp-climate-change)
and CDP (https://www.cdp.net/en/responses).
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METRICS AND TARGETS (metrics and targets used to assess and manage risks and
opportunities related to climate change, where information is material).
a) Metrics used
Pirelli reports its impacts and performance related to climate change according to the metrics defined
by the GRI Sustainability Reporting Standards and the Sustainability Accounting Standard Board
(SASB). See at the end of this Annual Report the table “GRI content Index” (GRI Standard Disclosure
305: Emissions) and “SASB content Index”.
b) GHG Emissions
Pirelli monitors and reports its direct (Scope 1) and indirect (Scope 2 and Scope 3) climate-altering
gas emissions as described in the “Management of Greenhouse Gas Emissions and Climate
Transition Plan” section of this report, and the relative values are subject to specific limited audit
activity by an independent company in accordance with ISAE 3000.
c) Targets
Pirelli reports its environmental and product targets that are most linked to the company Climate
Transition Plan, within the Industrial Plan, in this chapter “Environmental Dimension” and in the
“Sustainability Planning and the United Nations Sustainable Development Goals (SDGs)” and “Our
Suppliers” (“Targets” section) of this report.
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BIODIVERSITY
Pirelli pays the utmost attention to ensuring that corporate activities do not interfere with the
biodiversity characteristic of both the areas bordering the operating sites and along the entire value
chain, upstream and downstream, in which the Company operates.
As specified in Pirelli’s Health, Safety and Environment Policy, published on the corporate website,
Pirelli is committed to minimizing impacts on biodiversity, ecosystems and related ecosystem
services.
The Policy applies to all Group operations conducted by Pirelli; where Pirelli does not have
operational control, all business partners (e.g. joint ventures, suppliers, etc.) are required to
comply with the principles set out in the Policy.
Pirelli is committed to action on several fronts to protect biodiversity throughout the entire product
life cycle, from the upstream supply chain to the downstream impacts.
In terms of Governance, the Board of Directors of Pirelli & C. S.p.A., supported in its activities by
the Board Sustainability Committee, approves the environmental management objectives and
targets integrated into the Industrial Plan, including those relating to biodiversity. In turn, Pirelli’s Top
Management also plays a strategic role in the full implementation of Pirelli’s Environmental
Management Model and related strategic objectives on this matter.
Pirelli is committed to achieving “No net loss of biodiversity” through the “mitigation hierarchy”
(avoid, minimise, restore, compensate and regenerate) and intends to set targets in line with the
Science Based Targets Network (SBTN) as soon as the relevant information and methodologies are
available.
Pirelli pays attention to minimising its operations in protected areas and/or in sites relevant to
biodiversity60 and/or of particular interest/value and ensures that the choice of each new production
site takes place in compliance with protected areas, guaranteeing the preservation of biodiversity,
ecosystem services and the prevention of deforestation.
Pirelli starts with a risk assessment activity to define the Biodiversity Action Strategy along the
value chain from upstream to downstream, in line with the company’s Enterprise Risk
Management methodology.
The methodology adopted for site-specific analysis follows the recommendations of the Task Force
on Nature-related Financial Disclosures (TNFD) and the Science Based Targets Network for
Nature (SBTN).
60 “Biodiversity-relevant sites” are defined as sites that contain globally, regionally or nationally significant biodiversity (‘Critical
Biodiversity’) and thus include protected areas/habitats/species, species classified as critically endangered, threatened or vulnerable
on the IUCN Red List, endemic species, areas internationally recognised as World Heritage Sites, Ramsar Wetlands, UNESCO’s Man
and Biosphere.
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With reference to the Group’s perimeter, the state of biodiversity of the natural areas surrounding
all the operating sites was analysed during 2023, as well as the risks, impacts and dependencies
relating to these areas, in order to decline the strategy of action in specific Biodiversity Action Plans
(BAPs)61.
The main phases of the analysis are summarised here.
Each of Pirelli’s operational sites was assessed according to the four basic criteria provided by the
TNFD LEAP (Locate, Evaluate, Assess, Prepare)62 framework and the criteria of biodiversity
importance, ecosystem integrity, water stress and potentially significant dependencies or impacts63.
The assessment was conducted using public tools and datasets (e.g. ENCORE, WRI Aqueduct,
WWF Biodiversity and Water Risk Filter, IBAT). In addition to these criteria, STAR64 indicators
and location-specific indicators (location specific approach) of environmental performance (e.g.
Environmental KPIs, IBAT) were considered and applied.
The results made it possible to identify Pirelli’s main impacts and dependencies. Water resource
use, greenhouse gas emissions, solid waste and light pollution were identified as impacts, while
groundwater and surface water were identified as the most prevalent dependencies.
The sites analysed were then assigned a priority level to identify areas where mitigation actions
could bring the most significant results, leading to the selection of five priority sites for further analysis
to quantify the magnitude of impacts/dependencies and risks/opportunities related to nature, which
in turn were linked to the five drivers of biodiversity loss and ecosystem degradation identified by
IPBES65 (i.e. land/water/sea use change, resource exploitation, climate change, pollution and
invasive non-native species).
The site-specific analysis confirmed the water resource as the main natural resource used by Pirelli,
as well as one of the main natural assets on which various ecosystem services depend, such as the
regulation of water flows and water quality for the local community. Also worth mentioning is the
dependence, more or less marked depending on the site, on ecosystems such as forests, rivers,
grasslands and wetlands for ecosystem services such as groundwater recharge and landslide and
flood risk mitigation. Also to be considered in terms of risk are the increasingly frequent drought
periods that could lead to restrictions in the use of water resources.
Based on the results obtained, Pirelli has defined specific Biodiversity Action Plans for each site.
61 Biodiversity Action Plans
62 Beta framework v0.4, published in March 2023.
63 The TNFD Nature-related Risk and Opportunity Management and Disclosure Framework Beta v0.4 Annex 4.11 Additional draft
guidance on location prioritisation of the Locate phase of the LEAP approach (L3) and recommended disclosure Strategy D.
64 Species Threat Abatement and Restoration Metric (STAR)
65 Models of drivers of biodiversity and ecosystem change – IPBES (Inter-Governmental Science-Policy Platform on Biodiversity and
Ecosystem Services)
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Currently, on Pirelli’s entire footprint, two sites - both non-productive - are located within protected
areas of high value for biological diversity: the Vizzola Ticino test field (Italy) and the Elias Fausto
test field (Brazil).
To ensure the utmost protection of the natural environment in which the Vizzola test track is located,
Pirelli has implemented an ISO 14001 certified Environmental Management System in accordance
with the Parco del Ticino. In the area (0.37 square kilometres included in the Lombardy area of the
Ticino Park, a UNESCO MAB reserve66) there are 7 endangered of extinction (CR), 21 endangered
(EN) and 61 vulnerable (VU) species on the IUCN red list within 50 km of the site, and 33 protected
areas and 3 key biodiversity areas are located within 20 km of the site. Environmental impact on
biodiversity in the area are not significant; however, several interventions were carried out, both
directly by the Company and by the Park Authority, to mitigate and improve the interactions of Pirelli’s
activities with the natural environment, as stipulated in the agreement signed in 2001. In 2016, a
campaign to monitor air quality was also carried out, which highlighted the substantial negligence of
the impacts of the activity compared to the context in which the test field is inserted. In addition, the
site was subject to a new site-specific analysis in 2023, which formed the basis for the definition of
the relevant Biodiversity Action Plan.
The Elias Fausto (Brazil) site is the new Brazilian test site, has an area of 1.59 square kilometres,
and is located in a predominantly sugar cane cultivation area where there are two watercourses (the
Itapocu and Tietê Rivers) with permanent protection areas. There are 162 species on the IUCN Red
List in the area; of these: 1 is classified as “vulnerable” (VU), 2 as “near threatened” (NT), 158 as “of
least concern” (LC) and 1 as “data deficient” (DD). In order to maximise the environmental protection
of the area, Pirelli manages environmental issues, monitors and implements measures to conserve
fauna and water resources, including the planting of native essences, and the control of noise levels
in accordance with the environmental impact study carried out prior to the construction of the project,
according to which the environmental impact of the activities on the region’s biodiversity is not
significant.
As mentioned above, Pirelli carefully considers risks and opportunities related to Biodiversity in the
value chain from upstream to downstream.
With reference to upstream activities, Pirelli requires its suppliers to implement a management
model at their sites and along their supply chain to protect biodiversity and ecosystems with
conservation and responsible use of natural resources, in accordance with international standards
and the laws and regulations of the countries where they operate. More specifically, through the
Pirelli Suppliers’ Code of Conduct and the Sustainable Natural Rubber Management Policy, which
are an integral part of purchasing contract clauses, Pirelli requires its suppliers to:
actively contribute to the protection of natural ecosystems, relevant biodiversity and ecosystem
services, to prevent the overexploitation of natural resources;
66 Man and Biosphere is a set of biosphere reserves in numerous countries around the world protected by UNESCO with the aim of
promoting socio-economic development and the conservation of ecosystems and biological diversity.
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promote ecosystem restoration, stop any contribution to deforestation, forest degradation and/or
conversion and act in line with the internationally recognised “High Conservation Value” (HCV)
and “High Carbon Stock” (HCS) approaches;
identify, trace, monitor and, upon request, also share with Pirelli their use of natural resources
(e.g. raw materials, freshwater, fossil and renewable fuels, etc.), analysing their material impact,
their level of influence, the actions to be implemented and the objectives to be pursued to reduce
natural resources use and consumption;
adopting the hierarchical model of mitigation (avoid, minimise, restore and compensate) to
protect and enhance biodiversity for all activities in areas containing critical biodiversity.
With reference to Non-Deforestation, the greatest risks of deforestation in the value chain are found
in the supply chain and are related to materials of forest origin and in particular, by materiality of use,
to natural rubber.
With regard to deforestation, as specified in the Pirelli Policy for the Sustainable Management of
Natural Rubber published on the Pirelli website, the Company set 1 April 2019 as the cut-off date,
i.e. the date beyond which natural rubber from deforested areas or areas with a deteriorated “High
Carbon Value” is considered non-compliant with Company Policy. In other words, the target year
for deforestation-free rubber is 2019, in line with the Policy Framework of the Global Platform for
Sustainable Natural Rubber, a multi-stakeholder platform of which Pirelli is one of the founding
members.
There are many measures to mitigate the risk of deforestation in the natural rubber chain: from direct
support for capacity building projects at GPSNR, to on-site third-party audits at suppliers (followed
by specific return plans), to engaging suppliers to adopt good agricultural practices in line with
GPSNR’s desired state and with FSC® certification standards (Pirelli produced the world’s first FSC®
tyre in 2021 and from 2024 F1® tyres will also be certified), and engaging with local communities.
For a detailed description of 2023 activities related to the sustainable management of natural rubber,
please refer to what is reported in the paragraphs “Sustainability of the natural rubber supply chain”
and “Together for the sustainability of natural rubber - the GPSNR platform”, within the chapter “Our
Suppliers” of this Report.
Pirelli actively collaborates with multiple Stakeholders in support of Biodiversity, such as in the
two initiatives below.
2023 saw the continuation of the three-year Living Rubber Project, which Pirelli launched in 2021 in
partnership with BMW and Birdlife International with the aim of protecting 2,700 hectares of rainforest
in the Hutan Harapan area of Indonesia from deforestation, and of protecting several endangered
animal species. The forest in Hutan Harapan is one of the last remaining rainforest areas in Sumatra
and has more than 1,300 species of flora and 620 species of fauna, including the Sumatran tiger,
Sumatran elephant and a variety of tropical birds. The objective of protecting the forest goes hand
in hand with the development of initiatives to support the eco-dependent indigenous community by
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training them in best agro-forestry practices. The initiatives are aligned with the Indonesian
government’s programme to reduce poverty and improve the quality of life of communities, as well
as to implement sustainable forest management.
Also in 2023, an agreement was renewed in Mexico with local government institutions for the
conservation of biodiversity and the reforestation of the Cuenca de la Esperanza protected natural
area, located in the Guanajuato Region. With this initiative, in addition to the environmental
protection of flora and fauna, there is preservation of an area that is also an important water resource
for the population of the capital of Guanajuato and Silao, the city where the Pirelli plant is located.
With reference to downstream impacts, biodiversity risks are considered to be part of product
design with a view to mitigating the related impacts along the life cycle and, from 2024, biodiversity
parameters will be systematically included in the Life Cycle Assessment (LCA) of new products.
Fundamental is the ongoing scientific research activity for the mitigation of impacts, such as in-use
tyre emissions, that Pirelli conducts both through its own Research & Development and related
partnerships, and through its work in the Tire Industry Project of the World Business Council for
Sustainable Development, which aims to proactively identify and address potential human health
and environmental impacts associated with tyre life cycle impacts.
In support of biodiversity and ecosystem services along the value chain from upstream to
downstream, mention should also be made of the Group’s decarbonisation targets (Scope 1 and 2
emissions on the Pirelli perimeter side, and Scope 3 emissions on the upstream, logistics and
commuting side) validated by SBTi in line with Scenario 1.5°C, SBTi’s Net Zero commitment, the
Pirelli factories’ water withdrawal reduction targets, material recycling targets and tyre rolling
resistance reduction targets at the downstream level.
All the upstream and downstream targets mentioned are discussed in the following paragraphs, to
which reference is made for further details.
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THE PIRELLI GROUP’S ENVIRONMENTAL FOOTPRINT AND STRATEGY
Monitoring and management of environmental issues has always played a key role in the business
strategy at Pirelli. With a view to long-term management of impacts, Pirelli each year monitors the
Carbon Footprint and Water Footprint of its entire organisation and is committed to the
progressive reduction of the related impacts on resources, climate and ecosystems.
The Group has adopted a control and monitoring system that allows the identification of the
materiality of environmental impacts throughout the product life cycle.
The infographic on the following pages shows the Pirelli approach to environmental management.
The representation includes the multi-year sustainability targets defined by the Industrial Plan in
effect as at 31 December 2023 and the actions implemented by Pirelli to reduce environmental
impacts in the various phases of the life cycle. The graph can be read either horizontally, following
the stages of life of a tyre one by one, or vertically, thus being able to appreciate the objectives of
reducing the impacts that the Company has defined for each of the different stages of life, which are
discussed in more detail later in this chapter.
At the methodological level, the phases of the life cycle were analysed following the Life Cycle
Assessment methodology as defined by the ISO 14040 family rules, the latter approach being able
to corroborate in the most objective way possible the results and the strategic decisions connected
to it, integrated with the indications of the “Product Category Rule67“ for tyres developed by the Tire
Industry Project Group of the World Business Council for Sustainable Development. This approach
is based on the identification and quantification of all input and output flows of the various life cycle
phases (resources, raw materials, emissions, waste), which are subsequently translated into
environmental impact potentials using dedicated models. This method therefore makes it possible
to consolidate the effects of a very large number of factors into a few synthetic quantitative
parameters (for example, of all the types of emissions or waste that are generated in the production
processes of the raw materials used).
The four main indicators used to summarise the quantitative impacts in terms of Carbon Footprint
and Water Footprint are:
Primary Energy Demand (PED), calculated in GJ of energy, refers to the quantity of renewable
or non-renewable energy that is taken directly from the hydrosphere, the atmosphere or the
geosphere.
Global Warming Potential (GWP), calculated in tonnes of CO2 equivalent, concerns the effect on
the climate of anthropic activities (the greenhouse effect potential of the gas considered is
assessed in relation to CO2, considering a residence time in the atmosphere of 100 years).
67 Set of specific rules, requirements and guidelines for the development of environmental declarations, for one or more product
categories, defined according to ISO 14025.
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Water Depletion (WD), calculated in cubic metres of water and based on the Swiss model for
ecological scarcity, represents the volume of water used, compared to the availability of water
resources locally, with the aim of giving greater weight to the volumes of water taken from areas
characterised by a greater scarcity of this resource.
Eutrophication Potential (EP), calculated in kilograms of phosphate equivalent, which represents
the enrichment of nutrients in a given ecosystem, whether aquatic or terrestrial: air pollution,
emissions into water and agricultural fertilisers all contribute to eutrophication. The result in
aquatic systems is accelerated growth of algae, which does not allow sunlight to penetrate the
surface of the water basins. This reduces photosynthesis and thus reduces the production of
oxygen. Low concentrations of oxygen may cause the alteration of the aquatic ecosystem with
potential effects in terms of biodiversity.
The reporting of the emission impacts complies with the provisions of the GHG Protocol (Corporate
Accounting and Reporting Standard) and the GRI Sustainability Reporting Standards. To determine
the Carbon Footprint and Water Footprint, Pirelli’s calculation model respectively follows the
standards ISO-TS 14067 and ISO 14046. If the product life phases are considered according to the
GHG Protocol standard (Corporate Value Chain - Scope 3 - Accounting and Reporting Standard)
and as reflected in the criteria of the Science Based Targets initiative, the emissions of the use phase
of the tyre are assessed as “indirect” and already included in the accounting of the use phase of the
vehicle, of which the tyre is a component (with indirect impact on the energy consumption of the
vehicle during use). These emissions, therefore, do not fall within the emission perimeter that tyre
makers must consider for value chain reduction targets, which, instead, includes: Scope 1 and 2
emissions, generated by the group’s production activities, and Scope 3 emissions mainly related to
the supply chain, logistics and product end-of-life. The Use Phase of the tyre, as mentioned, is part
of the Vehicle Use Phase and therefore part of the Scope 3 emissions for Motor Vehicle Manufacturer
Customers. As mentioned below, Pirelli has both emission reduction targets approved by the
Science Based Targets initiative, to cover its own Scope 1, 2 and 3 emissions, and targets on the
rolling resistance of its products, thus contributing to the reduction of indirect Scope 3 emissions in
the use phase, the benefit of which is in terms of the reduction of Scope 3 emissions borne by vehicle
manufacturers.
Compared to the previous year, in 2023 Pirelli recorded an absolute reduction68 in Carbon and Water
Footprint of 10% and 1% respectively. As regards the quantitative representation of Pirelli’s Carbon
Footprint, please refer to the section “Management of Greenhouse Gas Emissions and Climate
Transition Plan” where the emissions of the various life cycle phases are detailed by scope.
Meanwhile, for a representation of the impact materiality in percentage terms of Pirelli’s Water
Footprint, on the various phases of the life cycle, please refer to the section “Water Management”.
68 Calculated considering all elements of the value chain, excluding the use phase at the charge of Vehicle Manufacturer Customers
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MANUFACTURE
LIFE CYCLE PHASES
RAW MATERIALS
DRIVERS OF THE CARBON AND WATER FOOTPRINT
Suppliers
Production and transport of raw
materials: the impact is due to
the consumption of resources
on the part of the production
sites of suppliers.
Pirelli
Tyre manufacturing: at
Pirelli
the
impact mainly derives
from the consumption of
electricity and natural
gas
factories
DISTRIBUTION
Suppliers
and
Consumption
related production of
fuel used by trucks and
ships
logistics
providers, which deliver
Pirelli tyres worldwide
of
USE
END-OF-LIFE
the
Customers
Consumption and related
fuel
production of
used
customers’
the portion
vehicles
rolling
to
allocated
resistance of the tyres.
by
in
Waste Recovery Players
tyre
End-of-life
management: old tyres are
prepared by specialised
companies to be reused
either as energy or as
regenerated raw material
GHG DISTRIBUTION IN SCOPE
--> Scope 3
--> Scope 1 + 2 + 3
--> Scope 3
--> Scope 3 - indirect (in
charge
vehicle
to
manufacturers)
--> Scope 3
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Logistics
GREEN SOURCING
POLICY
● Green
procedure
●
to
Engagement
reduce Supply chain
Carbon
& Water
Footprint
silica
Absolute
renewable
RESPONSE STRATEGY (Plan in force at 31 December 2023)
RAW MATERIAL INNOVATION
● Research and development of
raw materials with a
low
environmental impact
● Progressive introduction of
new materials from renewable
and/or recycled sources
● Biomaterials, such as high
performance
from
renewable sources, biofillers
such
and
plasticisers/resins of plant origin
● Natural rubber: search for
sustainable alternative sources
● Functionalised Polymers:
innovative
on
research
guarantee
that
polymers
reduced environmental impact,
improved driving safety and
improved production efficiency
PROCESS
EFFICIENCY
Target 2025:
100%
●
electricity sourcing
●
CO2
emissions -42% vs 2015
(target approved by
SBTi*)
●
withdrawal
2015
energy
●
consumption -10% vs.
2019
● Waste
recovery 98%
water
-43% vs.
Specific
Specific
lignin
sent
for
as
PRESENCE ON THE
INTERNATIONAL
MAIN
GROUPS
WORKING
to
(WBCSD, ETRMA)
spread
the culture of
recovery
RAW
REGENERATED
MATERIALS
Research projects in order
to improve the quality of
regenerated
materials,
with the aim of increasing
their percentage portion of
the new compounds
PRODUCT
INNOVATION
Target 2025:
● Rolling Resistance A/B
≥ 70% of new car
products (new labelled IP
Codes)
● Wet Grip A/B ≥ 90% of
new car products (new
labelled IP Codes)
&
SAFETY
ECO
PERFORMANCE
REVENUES
Target 2025:
● ≥ 66% of Group car tyre
sales and ≥ 71% of High
Value products**
CYBERTM
TECHNOLOGIES
Group
Target 2030:
●
Carbon
Neutrality (Scope 1 and
from
2
electric and
thermal
energy);
emissions
ISO 14001
FACTORIES
IN ALL
SCRAP REDUCTION
PROGRAMME
Targets
● reduction of CO2 emissions
from raw material suppliers by
9% by 2025 compared to 2018
(target approved by SBTi*);
for selected product lines:
● by 2025: >40% renewable
materials,
recycled
>8%
materials*** and <40% fossil-
derived materials.
● by 2030: >60% renewable
materials,
recycled
>12%
materials*** and <30% fossil-
derived materials.
PURCHASING
GREEN
GUIDELINES/GREEN
SOURCING POLICY
CDP SUPPLY CHAIN
THIRD-PARTY AUDITS OF
CRITICAL SUPPLIERS
* Science Based Targets initiative; ** High Value products are determined by rims equal to or greater than 18 inches and, in addition,
include all “Specialties” products (RUN FLAT™, SEAL INSIDE™, PNCS™, Elect™, Pirelli Cyber™, Racing, Collezione) regardless of
rim size; *** > 3% by 2025 and > 7% by 2030 excluding recycled metals.
Please note that in March 2024 the Company will update the Industrial Plan and related multi-year strategic sustainability
targets. The updated Plan and related Targets will be simultaneously published on the institutional website www.pirelli.com for
the benefit of all Stakeholders.
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PIRELLI’S APPROACH TO THE CIRCULAR ECONOMY: THE 5 RS
As part of the Pirelli ‘Eco Safety Design’ strategy, a decisive role is played by the continuous focus
on the definition and implementation of increasingly circular solutions.
It is in this context that Pirelli has developed its own approach to the Circular Economy, which is
based on rethinking (Rethink) the way products, processes and services are developed, with the
goal of achieving ever-higher performance, continuously reducing environmental impacts and
protecting the health and safety of people throughout the life cycle of the product.
Rethink is supported by the other four commitments of Pirelli’s 5R approach:
Refuse: avoiding processes, products, services and materials that are redundant, while at the
same time promoting an increase in the safety of the products used, through the replacement of
those that are not considered suitable, as a preventive measure and even going beyond
legislative requirements. The elimination of single-use plastics within the Group is also part of
this commitment.
Reduce: reducing the use of resources, especially non-renewable resources, both in terms of
energy carriers and natural resources, and of raw materials, with the aim of reducing the Group’s
Environmental Footprint, also with a view to decarbonisation. Reducing also means developing
tyres with increasingly less rolling resistance that can help reduce vehicle consumption, as well
as production processes that use fewer resources and generate less and more easily recyclable
waste. Pirelli has expressed numerous public objectives in support of its reduction commitment,
which include all 2025 targets for process efficiency in factories (-43% on specific water
withdrawal compared to 2015; -10% on specific energy consumption compared to 2019 and -
42% of absolute CO2 emissions compared to 2015, as approved by the SBTi in line with the
1.5ºC scenario), the performance of new car products in terms of Rolling Resistance (≥70% A/B
labelling classification by 2025) and the SBTi validated target for the reduction of CO2 emissions
of its raw material suppliers (-9% by 2025 compared to 2018) of its raw material suppliers, in
addition to the Net Zero Science Based Target commitment expressed in 2022.
Reuse: maximising the reuse of resources and products, consistent with the quality and safety
levels required for tyres, with the aim of preventing waste generation and unnecessary
consumption of resources, especially non-renewable resources. This commitment is reflected,
for example, in the design of tyres with an increasing content of natural origin or recycled raw
materials, with targets that envisage that selected product lines to use over 40% natural origin
materials by 2025 (over 60% by 2030), over 8% recycled materials69 (over 12% by 2030) and to
reduce the use of fossil-derived raw materials to less than 40% (less than 30% by 2030).
Recycle: recycling the waste derived from production processes, promoting as far as possible,
and compatibly with the contexts in which it operates, the recovery of materials and favouring
the recovery of end-of-life tyres, also through research and development actions aimed at
69 > 3% by 2025 and > 7% by 2030 excluding recycled metals.
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maximising the quality of materials deriving from the recovery of end-of-life tyres (ELTs) both for
“closed loop” applications and for use in other phases of the value chain through the promotion
of industrial ecosystems. This commitment is reflected, for example, in the group’s 2025 target
to send at least 98% of the waste produced for recovery.
The main examples of the application of these commitments along all stages of the tyre life cycle
and their performance in 2023 are reported in the following sections.
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PRODUCT: RESEARCH, DEVELOPMENT AND SUSTAINABILITY OF RAW MATERIALS
The Pirelli Model and results in 2023
In line with the Pirelli Eco-Safety Design” Strategy. the research and development of innovative
materials is essential in order to design and manufacture tyres which are increasingly sustainable
and which guarantee lower social and environmental impacts throughout their life cycle while
ensuring greater driving safety.
Pirelli’s policy with reference to the materials used in the tyre manufacturing process is stringent.
Pirelli applies safety and acceptability requirements, including these prescriptions in its contractual
provisions with suppliers. As discussed in greater detail later in this section, in the process of
selecting raw materials, particular attention is paid to any potential impacts, including via the use of
LCA analyses, that they may have on the health of people and the environment, with a view to their
progressive minimisation.
As a matter of policy, compounds and tyres are produced by Pirelli without the use of “Substances
of Very High Concern” (SVHCs), i.e., without those substances that give rise to high concern due to
their potential effects on human health and/or the environment. Furthermore, Pirelli in its production
does not use either substances falling into the internationally recognised category of POPs70, as
defined by the Stockholm Convention, or mercury and its derivatives as defined by the Minimata
Convention.
Collaboration with external stakeholders with a view to research, innovation and best practices plays
a particularly important role in the development of more sustainable materials. In particular, Pirelli
has many Joint Development Partnerships with strategic suppliers, research agreements with
universities (for example, the Joint Labs agreement between Pirelli and the Politecnico of Milan for
research on increasingly sustainable materials, such as bio-polymers), and collaborations at the
sector level for scientific research as part of the WBCSD’s Tire Industry Project, with the aim of
proactively identifying and addressing potential human health and environmental impacts associated
with tyre life cycle impacts, and multi-stakeholder collaborations such as the Global Platform for
Sustainable Natural Rubber (GPSNR), in order to support sustainable development of the Natural
Rubber business.
In line with this approach, all chemical substances and products used by Pirelli in tyre production are
subject to prior assessment and prioritisation by the Health, Safety and Environment Department.
Traceability of materials to their origin is an effort conducted on multiple materials, starting with those
whose impacts may be most material (such as natural rubber for the environment or conflict minerals
for society), all with a view to reducing their negative environmental and social impacts.
On the internal training side, the sustainability of materials was the central focus of the R&D
Convention dedicated to materials in 2023, just as it is an integral part of the many internal product
70 Persistent Organic Pollutants
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courses; on the external training side, materials and product sustainability were the focus of the
Convention dedicated to European Dealers, organised by Pirelli in Cagliari in September 2023.
The Company has also set growth targets for natural and recycled materials (detailed below) and is
committed to increasing the use of third-party certified materials (such as FSC® for natural rubber
and ISCC71 for bio-based and recycled materials).
In terms of raw materials, for the selected product lines, the current Industrial Plan in force as at 31
December 2023 sets targets for an increasing use of materials from natural origin and recycled
sources, with the aim of using more than 40% of the former72 by 2025 (more than 60% by 2030),
more than 8% of the latter73 (more than 12% by 2030)74 and reducing the use of fossil-derived raw
materials to less than 40% (less than 30% by 2030).
With reference to Pirelli tyres produced in 2023, the highest share of natural origin and recycled
materials in a single product reached 55%, compared to 38% in 2022. The result, obtained for the
entire new P ZEROTM E line, was verified by a third party against ISO 14021, with a view to maximum
transparency and solidity of communication with customers and stakeholders in general. Depending
on the measure analysed, the content of raw materials of natural and recycled origin varies
respectively between 29% and 31% and between 25% and 27%, reaching in all cases the minimum
limit of 55% verified during the audit.
Please note that in March 2024 the Company will update the Industrial Plan and related multi-
year strategic sustainability targets. The updated Plan and related Targets will be
simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
The volume of raw materials used for tyre production in 2023 was approximately 774,000 tonnes, of
which 3.2% is recycled material and 19.3% is renewable material.
In parallel with the ever-increasing use of materials of natural and recycled origin in production, in
2023 Pirelli launched a campaign to certify the assertions made by suppliers regarding the amount
of natural origin and recycled material supplied to Pirelli, so as to verify by means of a third party the
actual truthfulness of the numbers communicated, with a view to maximum transparency towards
consumers This certification process is at the basis of the distinctive positioning of P ZEROTM E, the
first tyre whose declaration of the amount of natural origin and recycled material has been verified
by a third party in accordance with ISO 14021.
With reference to certifications and with a view to increasing them, partnerships with suppliers of
FSC® (Forest Stewardship Council®) certified natural rubber are being consolidated, which in 2023
enabled the development of the first FSC® certified F1® tyre that will be used in the 2024
71 International Sustainability and Carbon Certification
72 Material of natural origin (bio-based): materials wholly or partly of biological origin (source: ISO 16620-2:2019)
73 Recycled material: Material that has been reprocessed from material recovered through a manufacturing process and transformed into
a final product or component to be incorporated into the product (source: ISO 14021)
74 The official target in the Industrial Plan in force at 31 December 2023 >3% by 2025 and >7% by 2030 excluding recycled metals.
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championship. FSC® certification ensures that the supply chain of raw materials from forests, starting
with the upstream plantations from which the natural components for the tyres are derived, is
managed in a way that preserves their biological diversity and benefits the lives of local communities
and workers, while promoting their economic sustainability. Also in 2023, the developments of the
product lines whose production will start in 2024 and 2025 saw an increasing use of natural origin
and recycled materials. In addition to these, innovative materials will be introduced in the coming
years, such as recovered carbon black, bio-resins, cellulose derivatives, as well as a gradual
increase in natural rubber replacing synthetic rubber.
Focus: Research & Development for Material Sustainability
In this context, Pirelli’s Research & Development focuses, among others, on:
high-dispersion silica for wet grip, rolling resistance and durability;
new technologies applied to the development of polymers, fillers and plasticisers for improving
the wear rate of tyres;
materials of natural origin, such as silica from renewable sources, bio-fillers such as lignin,
cellulose and sepiolite, and plasticisers/resins of plant origin;
textile reinforcements with fibres from natural and/or recycled sources;
nanofillers for more stable compounds, lighter structures and highly impermeable liners;
new silica surfactants to guarantee performance stability and processability.
Pirelli has activated several Joint Development Agreements with leading suppliers for the study of
new polymers, silicas, plasticisers and resins that are able to further improve the characteristics of
tyres for rolling resistance, low temperature performance, mileage and road grip.
The Joint Labs agreement (2021-2024) between Pirelli and the Politecnico of Milan, aimed at
research and training in the tyre industry, covers nanotechnology, the development of new synthetic
polymers, new biopolymers and new bifunctional chemicals (e.g. serinol-pyrrole for improving
polymer-charge interaction with reduced emission of VOCs75).
In the field of biomaterials, in addition to the introduction of resins and plasticisers from natural origin,
Pirelli has focused on silica deriving from the rice husk, i.e. the outer shell of rice grain. The husk is
by weight 20% of the raw rice grain and is the main waste of this crop, because, in many areas of
the world, it is not used but burned in the open air. Thanks to a partnership with various producers,
Pirelli is evaluating the diversified supply of high-performance silica from processes that start
precisely from rice husks used as feedstocks, contributing to the industrial application of a circular
75 Volatile Organic Compounds
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economy model concerning waste materials. The combustion of the carbon part of the husk also
allows a reduction of more than 90% of the amount of CO2 emitted per kilogram of silica, compared
to the conventional process that instead uses fossil energy sources. During 2023, the use in normal
production of silica from rice husks was increased, involving plants in China and Europe, reaching a
volume scale-up of about 10% of total silica consumption (up from 5% last year).
Specific projects for the development of new materials from natural sources, mainly focused on the
use of waste feedstocks, are the subject of the framework agreement between Pirelli, CORIMAV
(Consortium for Materials Research Advanced) and Bicocca University.
In the context of the new nano-fillers, Pirelli has consolidated the industrial use of materials of mineral
origin, in a partial substitution of precipitated silica and carbon black.
Also with a view to the circular economy, it should be noted that in 2023, on the basis of proprietary
patents, Pirelli has continued the development of tyres using recycled PET76, resins from natural
sources, lignin and, in collaboration with the Politecnico of Milan, pyrroles from materials obtained
from renewable lignocellulosic biomass. Lignin, an environmentally friendly additive of natural origin
derived from waste from the cellulose production process, in addition to its existing application in
specific cycling products, it was introduced in 2023 in a compound of Product P ZEROTM E as a
replacement filler for Carbon Black.
Pirelli Research and Development constantly monitors the growing opportunities for the use (in
increasing proportions) of materials from recycling. The development of innovative technologies for
the production of materials from recycled end-of-life tyre (ELT), such as powder obtained by fine
grinding of the end-of-life tyre or carbon black obtained by tyre pyrolysis, allows them to be used in
increasing proportions without compromising performance or safety, unlike the technologies of the
past. During 2023, Pirelli completed the industrialisation phase of recovered Carbon Black at its plant
in Mexico, introducing it in a normal production compound across the entire product range of the
Silao factory.
Some materials in use in compound formulations (such as synthetic polymers, carbon-black and
synthetic oils) can in turn be produced by feeding the synthesis process with certain proportions of
feedstock from recycled materials (recycled polystyrene, oil from pyrolysis of ELTs): during 2023,
Pirelli expanded its collaboration with partners aimed at developing, validating and applying of these
technologies in new materials.
There is constant research into material efficiency, which makes it possible to reduce the volumes
purchased, as well as the weight of the finished product, with a significant positive environmental
impact throughout the entire life cycle of the material and the product.
Research is also continuing aimed at diversifying the potential supply sources of natural rubber, to
reduce pressure on biodiversity in producer Countries and allow the Company to manage the
potential scarcity of raw materials with greater flexibility. The sustainable management of the natural
76 Polyethylene Terephthalate
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rubber, so-called conflict minerals and the cobalt and mica chain are specifically discussed in the
“Our Suppliers” section of this report.
Further information on Pirelli’s Research & Development activities can be found in the section “Our
Suppliers” (“R&D Partnership” section) of this report and in the Directors’ Report on Operations
(“Research and Development Activities” section).
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PRODUCT: ECO & SAFETY PERFORMANCE TARGETS
In line with its position in the Premium and Prestige segments, Pirelli develops and introduces
increasingly innovative products and services on the market, responding to a macroeconomic
scenario in constant and rapid evolution.
As stated in Pirelli’s Product Stewardship Policy, during the design and development of new
products, potential risks on health, safety, environment and society are systematically assessed
throughout their life cycle, including analysis of the geopolitical context of reference and ESG impacts
in the supply chain. This assessment is also supported by LCA analyses performed in accordance
with the industry Product Category Rules and adopting the latest methodologies for calculating
potential environmental impacts.77
Pirelli’s ‘Eco Safety performance’ strategy aims to maximise environmental performance while
keeping safety at the centre, without compromise.
The significant corporate investment in research and development on materials, compounds,
structures and tread patterns allows Pirelli products to achieve extremely high performance in terms
of braking in dry and wet conditions and, at the same time, improved environmental performance
such as:
less rolling resistance – lower CO2 emissions or, for electric vehicles, the increase in distance
per charge;
less noise – reduced noise pollution;
increased mileage – lengthening of tyre life and reduced exploitation of resources.
The targets to improve the environmental performances adopted by Pirelli for its products are
objective, measurable and they consider the level of materiality of the impacts along the life cycle of
the product with a perspective of the maximum effectiveness of the action. In particular, it was seen
that the tyre rolling resistance, linked to the phase of vehicle use, is one of the factors responsible
for environmental impacts over the entire product life cycle.
In this regard, Pirelli is constantly striving to reduce the rolling resistance of its car products, which,
at the end of 2023, was 15.8% lower than the 2015 value (in 2022 the reduction was 13.6% and in
2021 10.3%), calculated as the weighted average of all car tyres.
In addition, Pirelli has set a target for 2025 to have over 70% of new car products, i.e. new Ip-code
labelled products considered at group level, classified A or B for rolling resistance, according to the
highest European labelling standards for energy efficiency, and more than 90% classified A or B for
“wet grip”. In 2023, the new IP-labelled tyres placed on the market by Pirelli worldwide will have 55%
77 Such as the EF method, provided for in EU Commission Recommendation 2021/2279, and all impact categories therein.
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A or B Rolling Resistance and 98% A or B Wet Grip labels, according to the European classification,
including ice grip (which is indicated by the presence of the ICE pictogram).
With regard to the wear rate, the new tyre lines launched in the last three years showed an average
improvement of 22% compared to the reference tyres of previous generations.
Regarding sustainability targets on materials, please refer to the dedicated section in this report.
Please note that in March 2024 the Company will update the Industrial Plan and related multi-
year strategic sustainability targets. The updated Plan and related Targets will be
simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
Among the products that best reflect the Eco-Safety approach, it is worth mentioning the P ZEROTM
E, the new tyre that integrates the latest technological innovations developed by Pirelli, put at the
service of the new electrified and sustainable mobility.
Thanks to years of research into new materials and careful selection of suppliers, Pirelli was the first
to be able to make a high-performance tyre with more than 55% natural and recycled materials
across the entire launch range78, a claim validated by Bureau Veritas according to the ISO14021
reference standard. The road taken will lead to other products containing high percentages of
materials of natural and recycled origin, which will be identified by a dedicated logo on the sidewall
starting with the P ZEROTM E.
The Pirelli study on the life cycle of the P ZEROTM E, also verified by Bureau Veritas, shows, among
other things, a 24% reduction in CO2 equivalent emissions compared to a previous generation Pirelli
tyre79. Moreover, this attention to the materials used has made it possible to reduce the use of
materials of fossil and mineral origin, replaced by natural and recycled raw materials (12 kg less than
a standard set of P Zero tyres of the same size80).
Pirelli P ZEROTM E achieved the highest class (A) in all parameters of the European label for all
available sizes (rolling resistance, wet braking and noise). Starting with rolling resistance, thanks to
specific compounds (Rolling Reduction Compounds) that favour the autonomy of battery-powered
vehicles, prolong tyre life thanks to reduced wear and play a fundamental role in controlling the car
in various driving situations and in particular wet braking. Another area of development to achieve
triple A-class status was the tread pattern, designed through virtualisation and simulation techniques
derived from motorsport.
78 Through a combination of physical segregation and mass balance. Depending on the tyre size, the content of bio-based and recycled
materials varies between 29-31% and 25-27% respectively. Materials of natural origin are natural rubber, textile reinforcements, bio-
resins and lignin, while recycled materials are metal reinforcements, chemicals and - through a mass balance approach - synthetic
rubber, silica and carbon black. According to ISO 14021.
79 Size 235/45R18 (IP 42865) compared to the same size as the previous generation product (PZ4 IP 27429) according to ISO 14067
and ISO 14026 verified by Bureau Veritas
80 PZero E 235/45R18 (IP 42865) compared to the same size as the previous generation product (PZ4 IP 27429)
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The new Pirelli RunForward technology, making its debut on the P ZEROTM E, has the function of
maintaining control of the car in the event of a puncture and allowing the car to continue driving. This
system is made up of reinforcing bezels on the tyre’s sidewalls, differentiated between the inner and
outer sides, which provide support for the tyre and allow it to travel up to 40 km at a maximum speed
of 80 km/h even at zero pressure81. The advantages of tyres equipped with Pirelli RunForward are
many, including: a level of driving and acoustic comfort comparable to that of a traditional tyre, while
maintaining low rolling resistance and the convenience of not requiring special rims to benefit from
this technology. This technology is designed especially for BEV cars.
In December 2023, P ZEROTM E was awarded ‘Tyre of the Year’ (Prix Point S) at the Automobile
Awards for performance, innovation and sustainability. The sixth edition of the event brought together
53 brands, including car manufacturers and automotive suppliers, at the Automobile Club de France
in Paris.
Another historical exponent of the Eco-Safety approach is the CINTURATO™ P7™Blue, with which
solution Pirelli was the first manufacturer in the world present on the market with a tyre that, in some
measurements, boasts the double A in the European labelling scale. This product is available,
depending on the measurements, both in double A class and in B class of rolling resistance while
always maintaining A class for wet grip. On average, the CINTURATO™ P7™ Blue guarantees 23%
less rolling resistance than the Pirelli reference (rolling resistance class C), combined with lower fuel
consumption and a reduction in the atmospheric emissions associated with it. A vehicle with
CINTURATO™ P7™ tyres that runs 15,000 km a year consumes 5.1% less fuel (equivalent to 52
litres), reduces greenhouse gas emissions by 123.5 kilograms of CO2 and has a braking distance in
the wet 9% lower than the Pirelli benchmark (class B of wet grip) in the same segment. Comparative
tests by TÜV SÜD show that at a speed of 80 km/h on a wet surface, the CINTURATOTM P7TM Blue
tyre reduces braking by 2.6 metres compared to a B labelled tyre.
In August 2023, Pirelli presented the Scorpion MS, a high-performance all-season tyre dedicated to
the original equipment of the latest generation of SUVs. The heir to the Scorpion Verde All Season
and Scorpion Zero All Season, the new tyre has been designed using the Eco-Safety Design
approach, which combines high safety performance with reduced environmental impact. The result
is better dry and wet grip and reduced rolling resistance compared to previous products.
Furthermore, to meet the needs of the countries it is aimed at, the Scorpion MS emphasises mileage,
a characteristic sought after by US drivers, and comfort, a quality demanded by Asian markets.
Lastly, having to equip high-drive cars, the new Scorpion MS is able to drive on off-road and snow-
affected stretches. The Scorpion MS is designed to equip the new SUV models of car manufacturers
in the premium and prestige segments. Specific variants will be made for the different cars, as well
as adopting the main Pirelli specialties requested by the manufacturers. First and foremost is Pirelli
Elect technology, specifically for electric and plug-in hybrid vehicles: in fact, 75% of the co-
development projects underway on the Scorpion MS for original equipment are fitted with the Elect
package. This is the case with the Maserati Grecale Folgore, the Modena-based manufacturer’s first
81 Internal Pirelli tests. Tyres equipped with RunForward technology successfully achieved 40 km of run at 0 bar pressure. Tests were
carried out on the most stressed wheel under the following circumstances: Tyre sizes 235/40R19 96Y XL, 235/45R18 98W XL,
255/45R19 104Y XL; Tyre weight: up to 627 kg; Vehicle weight up to: 2,186 kg.
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100% electric SUV, for which Pirelli has developed two equipment fit-outs with the new Scorpion
MS: 255 50 R19 all round and 255 45 R20 at the front, 295 40 R20 at the rear, both with Elect
marking. The new tyre confirms the Scorpion family’s vocation for electric mobility, so much so that
over 30% of the entire Scorpion family is Elect marked.
In the course of 2023, more than 340 new technical type approvals were obtained with the leading
Prestige and Premium car manufacturers, mainly focusing on rims larger than 19 inches and
Specialties82.
In September 2023, at the IAA Mobility motor show in Munich, Pirelli confirmed its position as the
leading brand in tyres for premium and prestige electric cars, equipping almost 25% of BEVs and
30% of plug-in hybrids, with products from the different lines - from P Zero to Scorpion - but united
by the Elect marking that distinguishes products made specifically for electric cars. Since its launch
in 2019, Elect technology has already exceeded a total of 300 homologations. Compared to the
same period in 2022, new homologations grew more than twice as fast (+125%) in the first half of
2023, further confirmation of Pirelli’s increasingly widespread presence in electric mobility. Also on
Pirelli tyres was the only hydrogen car present at the IAA Mobility, the BMW iX5 Hydrogen, which
adopts FSC® marked P Zeros.
Pirelli P Zero Elect is the tyre chosen by BMW M to also equip the BMW i4 M50, the first fully electric
car from BMW’s highest performance division. The zero-emission coupé joins the many BMW M
models for which Pirelli has developed bespoke tyres as original equipment. There are two engines,
giving the car 544 hp (400 kW) with 0-100 km/h acceleration in 3.9 seconds. The Pirelli-designed
tyre structure is reinforced to give support to the car and return maximum performance even in
extremely sporty use. In addition, the special high-grip tread compound is designed to offer high
levels of grip, ensuring efficient and precise driving.
Pirelli has homologated ten different tyres to equip the Lotus Eletre, the British manufacturer’s first
electric hyper-suv. With different sizes for front and rear, a 22” P Zero (275/40R22, 315/35R22) and
a 23” P Zero (275/35R23, 315/30R23) have been made for this model, as well as a 22” P Zero Corsa
(275/40R22 and 315/35R22), all designed to strike a balance between comfort and the car’s
performance in sports driving. The LTS marking is stamped on the sidewall to indicate the dedicated
development, while the Elect marking identifies the presence of the technology package that
enhances the characteristics of electric vehicles. The Pirelli Elect tyres for the Lotus Eletre have an
optimised footprint and specific compounds that maximise grip, reducing slippage under acceleration
caused by the immediate torque of the electric motors. The designers also worked on a reinforced
structure to provide adequate support for the car. Another area of work, as requested by the
manufacturer, was acoustic comfort: the Pirelli Elect are designed to reduce rolling noise, making
the journey quieter and more comfortable. These characteristics are certified by the European label
values: all sizes achieved class A in wet grip and almost all of them are in noise class A.
82 Auto tyres which meet specific customer needs: Run FlatTM, Seal InsideTM, PNCSTM, Elect™, Pirelli Cyber™, Racing, Collezione,
regardless of rim size;
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Pirelli received the prestigious ‘Supplier of Excellence Award’ from Jaguar Land Rover (JLR).
Sustainability, a key feature of all Pirelli products, accompanies JLR on its journey to become a
leader in new forms of mobility with the aim of reducing carbon emissions to zero.
In 2023, Pirelli took a major new step in tyre development with the opening of the Virtual
Development Centre (VDC) at the German factory in Breuberg, which employs around 2,500 people,
including 250 engineers dedicated to development. The VDC, which marks a growth in Pirelli’s
presence in Germany, allows products to be developed and tested in virtual mode, also bringing
several advantages in the company’s relationship with its customer car makers. Through the use of
the simulator, tyre development time is reduced by up to 30% and up to 30% fewer physical
prototypes are made, with an advantage in terms of environmental sustainability. In addition, the
driving simulator allows Pirelli to obtain more precise results than traditional methods, in order to
respond more effectively to the demands of car manufacturers.
In Milan, on the other hand, Pirelli has installed in its R&D centre a new machine capable of testing
tyres up to 500 km/h under controlled conditions, the High Speed Testing Machine. The main
purpose of this test is to further increase the safety of tyres for the fastest cars: with the advent of
increasingly high-performance road hypercars, also as a result of the perfection of electric engines,
high speed is becoming a crucial factor in the development of different categories of tyres, not only
those specifically for motorsport, but also those intended for road use.
With reference to the Cycling business, Pirelli also launched new product lines in 2023 (P ZERO
Race TT and Road TLR, Cinturato Road and Gravel RC-X and the SmarTUBE EVO and X inner
tubes), renewing and expanding the range of products dedicated to sportspeople and cycling
enthusiasts. In March 2023, the production of cycling tyres at the Pirelli plant in Bollate also saw the
introduction of Tubeless-ready (TLR) versions of the P ZERO Race, confirming its leadership as the
only factory in Italy to produce “Made in Italy” bicycle tyres on an industrial scale. The factory, which
will purchase electricity from only renewable sources from 2021, specialises in the production of
high-tech tyres (let us recall the example of the patented TLR SpeedCORE structure), destined both
for amateurs and for the athletes of some of the top UCI cycling teams, all of which are already Pirelli
partners and play an active role in the development of tyres.
Pirelli’s high-tech products include the development of technologies based on the introduction of
sensors inside the tyre. The Pirelli Cyber Tyre system, consisting of a sensor in each of the tyres
that collects fundamental information for safe driving and software integrated into the car’s
electronics, was the first in the world to be fitted as original equipment on a production car, the
McLaren Artura. The Pirelli Cyber Tyre system is able to detect potentially dangerous driving
situations, such as loss of grip and aquaplaning, allowing the car’s electronics to intervene promptly.
The next step will see tyres networked, both with other vehicles and with the road infrastructure.
Pirelli was the first tyre company in the world to share information about the road surface on the 5G
network from smart tyres equipped with sensors, presenting in Turin the use-case “World-first 5G
enhanced ADAS (Advanced Driver Assistance Systems) services”. This is a continuously evolving
system that will become essential as the level of autonomy of cars increases. In fact, the driver’s
current ability to perceive the grip conditions given by the type of road surface and weather conditions
will have to be fulfilled by the tyres, and the car will be able to slow down if the asphalt is found to be
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slippery, adapt the electronic controls to increase safety and, with inter-vehicle connectivity, warn
other self-driving cars of a potential imminent danger. This is a true tactile sense offered by the only
point of contact between the car and the road: the tyres.
For further information on CyberTM technologies, please refer to the section “High Value Approach
to Future Mobility” in the chapter “Our Customers” in this report and the section “Product, Material
and Production Process Innovation” in the Directors’ Report on Operations.
Focus: Sustainability and Pirelli Motorsport
The focus on environmental sustainability is also fully integrated into the company’s motorsport
business model. Pirelli was in fact the first tyre manufacturer in the world to be awarded the three
stars of the Environmental Accreditation Programme promoted by the FIA (International Automobile
Federation), an acknowledgement of its commitment to sustainability in motorsport and achieved
thanks to a supply chain managed according to environmental and social sustainability criteria.
Among the measures Pirelli has taken to achieve this result in F1® are the use of 100% certified
renewable electricity in motorsport factories from 2021, the elimination of single-use plastic from
track activities and hospitality areas, and the process of repositioning wet tyres on rims when they
are not actually used on track at a Grand Prix. On the occasion of the renewal of Pirelli’s role as F1’s
Global Tyre Supplier until at least 2027, it was announced that, starting with the 2024 season, all
Pirelli tyres used in FIA Formula One World Championship races will be FSC® (Forest Stewardship
Council®) certified. The certification ensures the full visibility of raw materials from forests throughout
the supply chain and guarantees that the plantations from which the forestry-derived components
for the tyres are sourced are managed in a way that preserves their biological diversity and benefits
the lives of local communities and workers, while also promoting their economic sustainability.
The focus on environmental issues has also been central in the development of new lines, for
example the new GT tyre, the P Zero DHF, which, thanks to the extensive use of virtual models, has
made it possible to reduce the production of physical prototypes.
Focus: Open Innovation and university collaborations
Among the Open Innovation initiatives, the Joint Labs agreement between Pirelli, the Politecnico of
Milan and the Polytechnic Foundation of Milan should be highlighted. The collaboration, which began
in 2011 and will be renewed in 2021, focuses on research projects for the continuous technological
innovation of tyres. In addition to exploring the potential of virtual environments, thanks to the static
simulator installed at Pirelli’s R&D centre in Milan and the dynamic simulator at the Politecnico of
Milan, the new phase of the agreement, which envisaged a total investment of more than €2 million,
focuses on two research macro-strands: the area of materials, with the development of innovative
solutions and the modelling of mixing processes, and the area of Product Development and Cyber,
with integrated static-dynamic simulation and innovative modelling.
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In 2023, more than two decades after the birth of CORIMAV (Consorzio per le Ricerche sui Materiali
Avanzati), the University of Milan-Bicocca and Pirelli signed an extension of the collaboration for
another six years. To date, 55 PhD scholarships have been financed and awarded by the consortium,
a collaboration established with the aim of developing cutting-edge technologies in the field of
materials, supporting research and experimentation activities with a view to patenting, and promoting
training and professional development initiatives for young researchers. A joint activity that will
continue by financing 18 new PhD scholarships for research activities aimed at projects focused on
sustainability, through studies on new materials obtained from renewable sources and new materials
obtained from waste products from the agricultural-industrial supply chain, innovative solutions with
a lower environmental impact in the tyre production process, and environmental degradability of
tyres with a view to the circular economy. CORIMAV’s research activities led, for example, to the
patent that led to Pirelli’s use of lignin in the production of bicycle tyres and soon in some car tyre
specifications. Lignin is a natural material derived from waste biomass and with intrinsic antioxidant
properties that, with appropriate chemical-physical modifications, makes it possible to improve the
tyre’s mechanical properties and replace synthetic materials of fossil origin. A second example of
the research activity carried out by CORIMAV is the patenting of nano-silicates (SmartNet Silica),
i.e. a special silica that, when used in compounds, allows high grip and sliding performance on dry
and wet surfaces. Added to this is an improvement in the mechanical resistance of the tread, which
enhances puncture protection and tyre life, as well as optimising rolling resistance. CORIMAV was
included in 2018 in the European Commission’s final Report Study on Fostering Industrial Talents in
Research at European Level, which focuses on the promotion of inter-sectoral mobility (Ism) and
reports examples of good practice for every country in the Union. An award that testifies to the
attention of the institutions and the European Union for a path that succeeds in transforming the
fruits of research into products of commercial interest with increasing attention to the development
and dissemination of more environmentally friendly solutions. A virtuous process of continuous
exchange of knowledge between the industrial and university spheres, which leads to the
consolidation of learning and development methods, with an enhancement of the growth paths of
young researchers that enables them to quickly embark on professional paths in companies,
including Pirelli.
In 2023, the ‘R&D Excellence Next’ second-level university master’s degree course, designed in
collaboration with the Milan Polytechnic, was completed, involving 34 young engineers who had just
joined the company, with the aim of acquiring a cross-cutting education and systemic vision capable
of combining the elements of tyre design, production and testing through knowledge of vehicle
dynamics to support their virtualisation and that of materials and processes to ensure increasingly
sustainable development.
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TYRE WEAR AND TWRP
For many years, Pirelli has paid great attention to the theme of “Tyre and Road Wear Particles”
(TRWP), the micrometric particles produced by the combined wear and tear of the road and tyre
during vehicle circulation. The phenomenon of TRWP is complex, since the generation of these
particles is not only linked to the combined wear of the road and tyre, but also substantially to the
characteristics and conditions of use of the vehicle (weight, mass distribution, correct tyre pressure,
etc.), the characteristics of the roads (material and roughness of the roads, being straight or winding,
uphill or downhill, etc.), environmental conditions (dry or humid climate, hot or cold) and driving style
(aggressive or relaxed, at high or moderate speeds, with sharp or progressive braking, etc.).
Although the peer reviewed scientific studies (see “WBCSD” in this report in this regard) conducted
so far have not shown significant risks to human health and the environment, scientific research on
TRWPs is not concluded but continues to investigate issues related to the quantification of TRWPs
in various environmental compartments (an important element to support TRWP mitigation
strategies), the aging and degradation of TRWPs in the environment, and also the chemicals
potentially released from TRWPs and their potential risks. The definition and implementation of
effective actions for the mitigation of TRWP generation is strongly linked to the variety and number
of causal factors mentioned above: it should be noted that some of them, such as driving style, road
and vehicle characteristics, have more influence than the tyre considered individually.
The various causal factors extrinsic to the tyre and belonging to the sphere of influence of multiple
stakeholders require combined action by all actors in order to define and implement the most
effective mitigation actions. The need for multi-stakeholder engagement led to the creation of the
“European TRWP Platform” launched by ETRMA, which saw, in addition to the Tyre Industry, the
participation of Road Authorities, Automobile Manufacturers Association, Automobile Clubs, the
waste-water treatment industry, Universities and Research Centres, NGOs, European Institutions
and national authorities. The platform will continue its work in 2024 and, as in the previous editions
2018-23 will be supported by CSR Europe.
In terms of tyre-specific actions, Pirelli’s commitment to TRWPs is expressed both through active
participation in the Tyre Industry’s most important collaborative projects on TRWPs (see the
“ETRMA” and “WBCSD” sections of this report) and through its R&D activities on materials and tyre
design, aimed at continually improving tyre wear and, consequently, minimising its contribution to
the issue of TRWPs. This is accompanied by collaboration with Public Authorities and the Tyre
Industry to support the development of standardised methodologies for measuring tyre wear, for
example within the European Union where a dedicated activity was begun in 2022 by the “Task
Force on Tyre Abrasion” (TFTA) within the UNECE World Forum for Harmonisation of Vehicle
Regulations (WP.29). The objective is the technical development of a globally harmonised
methodology for measuring tyre abrasion, to be realised by 2024, to support possible future
regulatory activities related to the topic of tyre abrasion (see, specifically, also the “ETRMA” section
of this report about the new EURO 7 regulatory proposal for the mitigation of particulate emissions
into the environment).
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MANAGEMENT OF END-OF-LIFE TYRES
In terms of materiality of Carbon and Water Footprints, the end-of-life phase of the product has a low
proportion of the total impact of the tyre on the environment.
End-of-life tyres, however, represent a valuable source of resources (secondary raw materials),
which are already successfully used in several sectors of the value chain (e.g. in tyre manufacturing,
in construction, infrastructure, asphalt, manufacturing of rubber products) and with a considerable
potential for developing further applications in different industrial ecosystems, aimed at increasingly
exploiting their properties.
In the world, it is estimated that one billion tyres reach the end-of-life each year. On a global scale,
about 60%83 of all out-of-use tyres (ELTs) generated are recovered, while in Europe and the United
States the recovery stands at 95%84 and 71%85.
For years, Pirelli has been engaged in the management of ELTs. The Company actively collaborates
with the main reference entities at national and international level, promoting the identification and
development of solutions to enhance and promote the sustainable recovery of ELTs, shared with the
various stakeholders and based on the Circular Economy model. In particular, Pirelli is active in the
Tyre Industry Project (TIPG) of the World Business Council for Sustainable Development (WBCSD),
in the ELT working groups of ETRMA (European Tyres and Rubber Manufacturers’ Association) and,
at national and local level, it interacts directly with leading organisations active in the recovery and
recycling of ELTs, such as the consortia established to comply with regulations on Extended
Producer Responsibility.
As a member of TIPG Tire Industry Project of the World Business Council for Sustainable
Development, Pirelli has collaborated on the publication of guidelines on the management of ELTs
(WBCSD “A framework for effective management systems” in 2008 and “Managing End-of-Life Tires”
in 2010) and a toolkit (“End-of-life tire – ELT – management Toolkit” in 2021), taking a proactive
approach to raising the awareness both within Emerging Countries and those that do not yet have a
system for ELTs recovery, in order to promote their recovery according to “best practices”, i.e.
defined management models which have already been launched successfully.
100% of the tyres produced and sold by Pirelli can be destined for recovery activities, both in terms
of material (recycling) or energy. The actual recovery/recycling rate varies depending on the markets
and ELT management models in the various countries. Based on the ELT recovery and recycling
rates of the markets where Pirelli tyres are sold, it is estimated that 70% of the associated ELTs are
sent to recovery (vs. global average of 60%). For countries where ELTs management schemes are
active, this percentage rises to 76%, of which 47% is recycled material.
83 WBCSD 2019 – “Global ELT Management – A global state of knowledge on regulation, management systems, impacts of recovery
and technologies”
84 ETRMA 2021, 2019 data
85 USTMA - 2019 2021 US Scrap Tire Management Summary
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With regard to “closed-loop” Circular Economy applications, tyres are a mixture of many valuable
materials that at end-of-life allow two paths of recovery: recovery of material (such as “secondary
raw materials”) or energy. In the recovery of material, regenerated, micronised rubber and carbon
black derived from the pyrolysis of ELTs are already reused by Pirelli in the compounds for new
tyres, thus contributing to the reduction of their environmental impact.
In order to increase this recovery rate, research activities following our Open Innovation model are
continuing, aimed at improving the quality of recovered secondary raw materials in terms of affinity
with the other raw materials and the other ingredients present in our ultra-high performance
compounds, as well as in the search for innovative recovery solutions (such as pyrolysis).
ENVIRONMENTAL IMPACT OF PIRELLI’S PRODUCTION SYSTEM
ENVIRONMENTAL MANAGEMENT SYSTEM AND
PERFORMANCE MONITORING
FACTORY ENVIRONMENTAL
All the production facilities of Pirelli and the tyre testing field in Vizzola Ticino have Environmental
Management Systems certified under International Standard ISO 14001. The International Standard
ISO 14001 was adopted by Pirelli as a reference from 1997. All the ISO 14001 certificates have been
issued with international accreditation ANAB (ANSI-ASQ National Accreditation Board: accrediting
entity of the United States). The certification of the environmental management system according to
the ISO 14001 Standard is part of Pirelli’s Environmental Policy and, as such, is extended to new
settlements that become part of the Group. The certification activity, together with control and
maintenance of previously implemented and certified systems, is coordinated on a centralised basis
by the Health, Safety and Environment Department. In addition, as a result of the environmental
certification of its motorsport tyre factory management systems, Pirelli is the first and only tyre
manufacturer in the world to have been awarded three stars by the Environmental Accreditation
Programme promoted by the FIA (International Automobile Federation). The three stars represent
the maximum score level awarded by the programme, whose aim is to propose a series of measures
that participants must implement to achieve the highest environmental standards. The environmental
performance of every tyre manufacturing site is monitored with the web-based Health, Safety and
Environment Data Management (HSE-DM) system, which is processed and managed centrally by
the Health, Safety and Environment Department. Pirelli has also completed the CSR-DM (Corporate
Social Responsibility Data Management), an IT system for managing Group Sustainability
information, which is used to consolidate the environmental and social performance of all Group
subsidiaries worldwide. Both systems support consolidation of the environmental performance
accounted for in this report.
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SCOPE OF REPORTING
The performances reported in the following sections concern the three-year period 2021-2022-2023
and cover the same scope of the Group’s consolidation, including the impacts of all the units under
operational control: from industrial realities to commercial and administrative sites.
The amount of finished product used in the calculation of the specific indices indicated below, in
2023 was approximately 747,000 tonnes.
ENVIRONMENTAL PERFORMANCE INDICES TREND
In 2023, the Group’s production activity recorded a slight decrease in tonnes of finished product of
about 2% compared to the previous year (calculated on a like-for-like basis).
Environmental performance indicators recorded an improvement in the specific values, calculated
on the number of tonnes of finished product, of energy consumption, water withdrawal and
greenhouse gas emissions; specific waste production remained stable. The equivalent specific
indexes weighted on the operating result (EBIT Adjusted) are all positive, as is the performance of
the same indicators measured in absolute terms. The share of electricity from renewable sources
used by Pirelli and the percentage of waste sent for recovery increased.
The trend reported rewards the intense effort dedicated to reducing environmental impacts, also
considering the special features of Pirelli production, focused on Premium and Prestige tyres whose
production processes are characterised by greater energy complexity, more restrictive quality
specifications, more complex processing and smaller production batches than standard tyre
production processes.
ENERGY MANAGEMENT
Pirelli monitors, manages and reports its energy consumption through three main indicators:
absolute consumption, measured in GJ, which includes the total consumption of electrical
energy, thermal energy, natural gas and petroleum derivatives (fuel oil, gasoline, diesel, and
LPG);
specific consumption, measured in GJ per tonne of finished product;
specific consumption, as measured in GJ per euro of Operating Income.
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During 2023 the energy efficiency plan continued at all Group plants, already initiated in recent years
and characterised by actions aimed at:
improving and accelerating the digitalisation in an Industry 4.0 perspective of energy
measurement and management systems through monitoring of consumption;
designing a global platform aimed at generating technical indicators and continuous
improvement also through the use of artificial intelligence tools;
optimising the procurement of energy resources, direct or indirect;
improving the quality of energy transformation;
improving the efficiency of distribution plants;
improving the efficiency of production plants;
recovering energy for secondary uses;
applying targeted maintenance plans in order to reduce energy waste.
With regard to Life Cycle Assessment, the specific consumption of the industrial plants is mapped,
whether those dedicated to production or dedicated to the generation of energy carriers in order to:
increase the standard reference indicators, compare similar families of machinery, evaluate in detail
the energy content of the plants’ different families of products and sub-products and implement
actions to improve their energy performance.
In terms of compliance, every industrial facility completely fulfils the indications of law regarding
energy consumption and management. The legislative situation affecting the Company includes the
introduction of periodic audit mechanisms on energy management and use, as well as possible tariff
incentives. In this regard, there were no critical elements or non-conformities.
In order to pursue the continuous improvement of the Group’s energy performance, production sites
are provided of an Energy Management System. Opportunities for efficiency in energy use are
identified from energy audits at the operating units and contribute to the definition of targets for
reducing consumption and saving energy with targets defined both at Group level and specific to
each site. The plants in Breuberg (Germany), Izmit (Turkey) and Yanzhou (China) are already
certified according to the ISO 50001 standard, the plants in Campinas (Brazil), Feria de Santana
(Brazil) and Slatina (Romania) have started the certification procedure, while it will be progressively
implemented by the Group’s other plants.
Actions and investments for energy efficiency are alongside the assessment of environmental
impacts to economic sustainability criteria normally applied to all Pirelli projects. In addition to
innovation in production processes, driven by Research & Development, the areas for technical
action both concern the traditional themes applied to each industrial area, such as modernisation of
thermal insulation, maintenance of distribution plants, use of technologies using inverters,
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implementation of optimised control systems and special projects assessed according to the needs
of each manufacturing site. There are also regular employee awareness campaigns dedicated to
energy issues.
During 2023, the installation of LED lighting systems at production sites continued, replacing less
efficient traditional systems, reaching a coverage of close to 85% in the Group’s plants. In light of
the increasing inflation and instability of gas costs, great attention has been paid to projects
concerning thermal consumption. In particular, the thermal insulation project with innovative
vulcanisation system materials was extensively developed in order to minimise heat loss. The project
will continue in 2024 with the aim of covering all the Group’s production units. The implementation
of projects related to efficiency in the transformation of thermal energy and the recovery of thermal
waste for space heating and the improvement of steam generation performance through flue gas
recovery and combustion air preheating systems continued. Efficiency activities were also in the field
for both compressed air generation, using high-efficiency compressors, and energy flows, with a
focus on cold management, starting to expand the pilot projects developed in previous years.
Efficiency in electricity consumption was continued through the replacement of motors with more
efficient models or power modulation.
Activities also continued in the area of reducing compressed air and steam leaks on both machinery
(generators and users) and distribution lines, through monitoring and periodic maintenance of the
elements most at risk of malfunctioning (leak management) or through their replacement with more
reliable and efficient models.
Electricity absorption measurements performed on individual plants are also continuing in order to
correlate the specific consumption to production in greater detail, in order to optimise the operating
conditions.
As regards the digitalisation of energy management, also in 2023 production plants have continued
to be equipped with smart systems (Green Button), which modulate the energy consumption based
on the state of operation of the machinery. The expansion of the real-time energy carrier
measurement network and its interconnection with Building Energy Management Systems (BEMS)
is also continuing, and is currently already underway at Slatina, while it is in the start-up phase for
the other European plants and planned for the rest of the Group’s factories.
In 2023, the energy efficiency index benefited from the actions described above, despite the negative
impact of the Russian conflict on the full operation of plants in the region and in response to an
increasingly dynamic automotive market. The result was achieved despite a high internal complexity
of the factories aimed at coping with an increased demand for flexibility and a production mix
increasingly oriented towards High-Value products, characterised by higher energy intensity in the
production phase compared to standard tyres.
The Industrial Plan in force as at 31 December 2023 envisages a 10% reduction in specific energy
consumption by 2025, compared to 2019 values.
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In 2023, the Group’s specific energy index decreased by 1%, compared to the 2022 figure, and was
more than 2.1% lower than in 2019, the year in which the 2025 reduction target is based. In absolute
terms, energy consumption decreased by 3% compared to the previous year.
Please note that in March 2024 the Company will update the Industrial Plan and related multi-
year strategic sustainability targets. The updated Plan and related Targets will be
simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
Absolute consumption
Specific consumption
GJ
GJ/tonFP
GJ/k€
2021
10,789,138
13.97
13.23
2022
10,480,043
13.75
10.72
2023
10,170,405
13.62
10.15
The application of energy management with a view to maximising industrial efficiency, implementing
continuous improvement logics, has resulted in savings of approximately 512,000 GJ in absolute
terms. This value was estimated for each factory on the basis of production volumes in the reporting
year and the change in efficiencies achieved in 2023 compared to the previous year.
The absolute and specific energy consumption data reported in the following table were calculated
by using direct measurements and were subsequently converted into GJ by using heating values
from official IPCC sources.
The graph below highlights the “Distribution of energy sources” used in Pirelli production process:
among the direct sources, all from non-renewable sources, which account for 35% of the total, are
natural gas and, to a lesser extent, other liquid fuels such as oil, LPG and diesel (classified as
“other”); indirect sources cover the remaining 65%, with 44% electricity (41% electricity taken from
national distribution networks) and 21% steam purchased by the Group.
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Of the total electricity used by the Group, more than 80%86 derives from renewable sources (up from
74% in 2022 and 62% in 2021), while for purchased steam, the share generated from renewable
sources is around 13%87 of the total. Overall, compared to total energy consumed, the renewable
share calculated as above is around 38% (36% excluding the portion of the electricity mix from the
grid outside the Group’s control).
The Industrial Plan in force as at 31 December 2023 envisages sourcing at group level of 100% of
electricity from renewable sources used on a group-wide basis by 2025.
For all production sites in North America, South America, Europe and Turkey, 100% of the electricity
supply from the grid in 2023 was from certified renewable sources.
MANAGEMENT OF GREENHOUSE GAS EMISSIONS AND CLIMATE TRANSITION PLAN
Pirelli monitors and reports its88 emissions of greenhouse gases through the calculation of CO2-
equivalent (CO2e) – unit of measurement used for the emissions reported here below –, which takes
into account the contribution of carbon dioxide, methane (CH4) and nitrous oxide (N2O). To quantify
emissions, the energy consumption of all local units included in the scope of reporting are collected
annually through the CSR-DM IT system.
Greenhouse gases are generated by the combustion of hydrocarbons at production sites, mainly
used to operate heat generators that power Group plants, and particularly those that produce steam
for vulcanisers, or by the consumption of electrical or thermal energy. The former are defined as
“direct emissions”, or Scope 1 emissions, as produced within the Company’s production sites, while
the latter compose the so-called “indirect emissions”, or Scope 2 emissions, as they are generated
86 This value includes both the share from direct procurement initiatives (such as the purchase of energy from the grid certified with
Energy Attribute Certificates withdrawn and cancelled in favour of Pirelli or production in on-site wind or photovoltaic plants), which
weighs more than 75%, and the contribution from national electricity distribution grids evaluated on the basis of IEA (International
Energy Agency) data for the remaining 5%.
87 Includes the supply of steam generated by biomass plants.
88 GHG inventory perimeter as indicated in section “Scope of Reporting”
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in the plants that produce the energy and steam purchased and consumed by Pirelli. Scope 2
emissions are reported in two distinct ways: location-based and market-based (methodology
introduced in 2015 with the guideline “GHG Protocol Scope 2 Guidance” and current reference for
Pirelli’s emission reduction targets).
With regard to “other indirect emissions” attributable to Pirelli value chain activities, or Scope 3
emissions, in addition to the information below in this section, please refer to the section “Our
Suppliers” (“CDP Supply Chain” and “Decarbonisation” sections) for further information about the
specific activities of the Pirelli Suppliers. Please refer instead to the Group Footprint infographic, in
the section “Environmental Footprint and Strategy of the Pirelli Group” for the representation of the
Scope 3 impacts of the various life cycle phases, with respect to the perimeter of emissions
pertaining to Pirelli. Performance as measured by energy and greenhouse gas emissions is
calculated on the basis of emission factors obtained from the following sources:
IPCC: Guidelines for National Greenhouse Gas Inventories (2006)89;
Within location-based Scope 2:
o National emission factors90 taken from IEA Emission factors 202391:
Within market-based Scope 2:
o Specific emission factors of suppliers where available;
o Residual-mix emission factors92 taken from AIB European Residual Mixes (EU)93 and
Green-e Residual Mix Emissions Rates (US)94;
o Emission factors used in the context of location-based method if other sources of data are
not available;
and are reported according to the models proposed by:
GHG Protocol: Corporate Accounting and Reporting Standard;
GHG Protocol Scope 2 Guidance.
Regarding Scope 2 emissions, the national average coefficients are defined with respect to the last
year available on the above reports. It should be noted that the tyre production industry is not a
carbon-intensive industry; in fact, it falls within the European Emission Trading Scheme only with
89 Emission factors expressed in CO2 equivalent, obtained by considering the GWP (Global Warming Potential) coefficients based on
100 years of the IPCC Sixth Assessment Report, 2021 (AR6)
90 Emission factors expressed in CO2e /kWh
91 2023 Publication with update to the 2022 figure
92 Emission factors expressed in CO2e /kWh
93 2023 Publication with update to the 2022 figure
94 2023 Publication with update to the 2022 figure
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reference to thermal power plants above 20 MW of installed capacity. The Company is not subject
to other specific regulations at the global level.
As in the case of energy, Pirelli monitors and accounts for its direct CO2e (Scope 1) and indirect
CO2e (Scope 2) by using three principal indicators:
absolute emissions, as measured in tonnes;
specific emissions, as measured in tonnes per tonne of finished product;
specific emissions, as measured in tonnes per euro of Operating Income.
The management, calculation and reporting model of Pirelli’s greenhouse gas emissions has been
defined according to the ISO 14064 standard and the related data have been subjected to specific
limited audit activity by an independent company compared to ISAE 3000.
According to the Guidelines of the GHG Protocol Guide, the level of inventory uncertainty was
evaluated as “Good”.
The Industrial Plan in force as at 31 December 2023, implementing the decarbonisation strategy
adopted by the company, envisages a 42% reduction in the group’s absolute CO2 emissions (Scope
1 and Scope 2 market-based) by 2025 compared to 2015 values, and a 9% reduction in absolute
CO2 emissions related to the purchase of raw materials (Scope 3) by 2025 compared to 2018 values.
In May 2022, these targets received validation by the Science Based Targets initiative (SBTi), which
judged them to be consistent with the actions needed to keep climate warming within 1.5°C.
In June 2022, Pirelli also expressed to SBTi its commitment to the Corporate Net Zero standard95,
pledging to formalise, within two years, a long-term target to reduce emissions from its value chain,
compared to the 2018 figure, by around 90% by 2050 at the latest.
In addition, Pirelli envisages sourcing 100% of grid electricity supply from renewable sources used
by 2025 and Group carbon neutrality (Scope 1 and Scope 2) by 2030.
Please note that in March 2024 the Company will update the Industrial Plan and related multi-
year strategic sustainability targets. The updated Plan and related Targets will be
simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
95 SBTi’s Corporate Net Zero Standard is the framework that the Science Based Targets initiative has developed for companies to set
consistent targets for achieving net zero emissions by 2050.
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The following graphs show the performance of the last three-year period.
In 2023, the Group’s absolute emissions (Scope 1 and Scope 2) are 17% lower than the 2022 figure
and 51% lower than the 2015 value, the year on which the SBTi validated absolute emissions
reduction target to 2025 is based.
Specific CO2 emissions (Scope 1 and Scope 2), weighed on tonnes of finished product, decreased
by 15% in 2023 compared to the 2022 figure, mainly due to the implementation at the operating units
of new energy efficiency projects, the innovation and progressive electrification of processes and the
activation of new initiatives in the field of renewables, which increased the share of electricity from
renewable sources used by the group to over 80%96 of the total (compared to 74% the previous year
and 62% in 2021). The performance on emissions also benefited, albeit marginally, from the update
for the plant in Germany of the electricity and steam emission factors for the portion purchased
directly from the energy supplier and produced by a cogeneration system.
With regard to all production sites in North America, South America, Europe and Turkey, 100% of
the electricity supply from the grid in 2023 was from certified renewable sources.
The portion of indirect emissions generated by the main “low carbon” projects described below was
reported according to the Guidelines of the GHG Protocol, respectively for the procurement of
electrical energy from renewable sources and steam from biomass.
The following table reports absolute and specific emissions differentiating between “location-based”
and “market-based” (target reference) methodology for Scope 2:
96 This value includes both the share from direct procurement initiatives (such as the purchase of energy from the grid certified with
Energy Attribute Certificates or production in on-site wind or photovoltaic plants), which weighs 75%, and the contribution from national
electricity distribution grids evaluated on the basis of IEA (International Energy Agency) data for the remaining 5%.
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GHG EMISSIONS ACCORDING TO SCOPE
Absolute emissions (market-based Scope 1 and Scope 2)
Scope 1
Scope 2 (market-based)
Scope 2 (location-based)
Specific emissions (Scope 1 and Scope 2 market-based)
tonCO2e
tonCO2e
tonCO2e
tonCO2e
tonCO2e/tonFP
tonCO2e/k€
2021
636,190
187,510
448,680
528,332
0.824
0.78
2022
2023
548,132 454,965
205,490
179,399
249,475
368,733
505,396
533,086
0.609
0.719
0.45
0.56
The following infographic highlights the weight of direct emissions (Scope 1) and indirect emissions
(Scope 2 market-based) of the total absolute emissions of Pirelli.
DISTRIBUTION OF GHG EMISSIONS ACCORDING TO SCOPE
To support the goal of reducing greenhouse gas emissions, Pirelli has defined a specific Climate
Transition Plan based on a in-depth programme of investments in low-carbon process innovation
and energy efficiency projects. Added to these initiatives are all the others already underway to
promote access to renewable energy sources, necessary to complete the gradual transition from
fossil fuels, including:
the supply of steam generated by biomass plant, fuelled with waste wood from local supply
chains, activated in Brazil for the Campinas and Feira da Santana plants. In the year 2023,
thanks to this initiative, savings in terms of avoided emissions of CO2e exceeded 15 ktonnes
(Scope 2);
the procurement of electrical energy from renewable sources at the plant in Silao (Mexico). In
2023 the agreement continued for the dedicated supply of electricity generated from wind
sources, which in the year allowed the replacement of over 17 GWh of energy from fossil fuels,
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for a saving in terms of emissions of CO2e of around 8 ktonnes (Scope 2); In addition, a further
130 GWh of electricity consumed by the factory was certified from renewable sources, for an
annual savings in terms of CO2 emissions of over 55 ktonnes (Scope 2);
the sourcing in 2022 of certified electricity from renewable sources97 at the sites of:
o Rome (US): 24 GWh, for 10 ktonnes of CO2e (Scope 2) avoided;
o Slatina (Romania): 238 GWh, for 66 ktonnes of CO2e (Scope 2) avoided;
o Burton and Carlisle (UK): 63 GWh, for 23 ktonnes of CO2e (Scope 2) avoided;
o Breuberg (Germany): 51 GWh, for 35 ktonnes of CO2e (Scope 2) avoided;
o
Izmit (Turkey): 13 GWh, for 5 ktonnes of CO2e (Scope 2) avoided;
o Yanzhou and JiaoZuo (China): 45 GWh, for 27 ktonnes of CO2e (Scope 2) avoided;
o Campinas e Feira de Santana (BR) e Merlo (AR): 241GWh, for 28 ktonnes CO2e (Scope
2) avoided;
o Bollate, Settimo Torinese and the Headquarters (Italy): 102 GWh, for 47 ktonnes of CO2e
(Scope 2) avoided.
The table below shows the emissions relating to Pirelli’s Carbon Footprint (Scope 1, 2 and 3)
distributed along the different phases of the value chain.
Considering the life phases of the product according to the GHG Protocol standard (Corporate Value
Chain - Scope 3) and as reflected in the criteria of the Science Based Targets initiative, the emissions
of the use phase of the tyre are assessed as “indirect” because they are already included in the use
phase of the vehicle, of which the tyre is a component (with indirect responsibility for the energy
consumption of the vehicle during use). These emissions, therefore, do not fall within the emission
perimeter to be considered by tyre manufacturers for value chain reduction targets, which, instead,
includes: Scope 1 and 2 emissions, generated by the group’s production activities, and Scope 3
emissions mainly related to the supply chain, logistics and product end-of-life.
97 Avoided emission values are estimated with respect to the residual-mix/network emission factors of each country
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DISTRIBUTION OF GHG EMISSIONS IN THE VALUE CHAIN (SCOPE 1,2 & 3)
Raw Materials (Scope 3)98
Manufacturing (Scope 1 + 2 + 3)99
Distribution (Scope 3)100
End-of-Life (Scope 3)101
Total
103 tonCO2e
103 tonCO2e
103 tonCO2e
103 tonCO2e
103 tonCO2e
2021
2,500.7
996.2
90.1
2.2
3,589.2
2022
2,422.7
838.8
89.3
2.2
3,353.0
2023
2,174.8
721.5
115.5
2.3
3,014.1
With reference to absolute Scope 3 emissions linked to the purchase of raw materials, which account
for more than 70% of the Group’s Carbon Footprint, Pirelli has a target approved by the Science
Based Targets initiative to reduce emissions by 9% by 2025 compared to the 2018 level. In 2023,
these emissions were more than 10% lower than in 2022 and 18% lower than in 2018 (compared to
an expected reduction for 2023 of 6.4% vs. 2018, calculated as an annual pro rata of the SBTi target
to 2025). This positive result benefited from the Group-wide implementation of a systematic process
of direct supplier engagement aimed at aligning the entire supply chain with Pirelli’s scope 3 targets
and collecting high-quality primary data to be used in the calculation of the emissions inventory. The
company is developing a new target to be submitted to SBTi, in line with the commitment to Net Zero
SBTi expressed by Pirelli in 2022.
The Use Phase of the tyre, as mentioned above, is part of the Vehicle Use Phase and therefore part
of the Scope 3 emissions for Motor Vehicle Manufacturer Customers. However, in order to provide
an estimate of the magnitude, the figure was calculated according to the PCR (Product Category
Rule102) for tyres developed by the Tire Industry Project Group of the World Business Council for
Sustainable Development. In particular, emissions attributable to the rolling resistance of tyres put
98 This includes the Scope 3 emissions of categories “1 - Purchased goods and services” and “4 - Upstream transportation and
distribution” of the GHG Protocol (Corporate Value Chain - Scope 3 - Accounting and Reporting Standard).
99 This includes the group’s Scope 1 and Scope 2 market-based emissions, Scope 3 emissions of the categories “3 - Fuel-and-energy-
related activities (not included in Scope 1 or 2)”, “5 - Waste generated in operations”, “6 - Business travel” and “7 - Employee
commuting” and “8 – Upstream leased assets” of the GHG Protocol (Corporate Value Chain - Scope 3 - Accounting and Reporting
Standard).
100 This corresponds to the Scope 3 emissions of category “9 - Downstream transportation and distribution” of the GHG Protocol
(Corporate Value Chain - Scope 3 - Accounting and Reporting Standard).
101 This corresponds to the Scope 3 emissions of category “12 - End of life treatment of sold products” of the GHG Protocol (Corporate
Value Chain - Scope 3 - Accounting and Reporting Standard).
102 Set of specific rules, requirements and guidelines for the development of environmental declarations, for one or more product
categories, defined according to ISO 14025.
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on the market by Pirelli in 2023, refer to the version103 of the new PCR updated at the end of the
previous year:
Customers (Scope 3)104
103 tonCO2e
2021
37,527.8105
2022
36,399.3106
2023
19,229.8
Also thanks to its performance in managing emissions, Pirelli has been reconfirmed as one of the
leading companies in the fight against climate change for 2023, being placed on the ‘Climate A list’
drawn up by the CDP.
In 2023, as it has for several years now, Pirelli continued in the compensation project of CO2
emissions produced the previous year by its fleet of company cars, by purchasing and retiring carbon
credits certified in accordance with the most important VCM (Voluntary Carbon Market) standards.
Direct issuance of the Pirelli auto policy, which introduces an Internal Carbon Price model for the
economic quantification of the impacts associated with car emissions, this initiative aims to promote
the choice of vehicles with less impact on the environment and support environmental protection
projects. The cars in the Italian corporate fleet in 2022 emitted 795 tonnes of CO2. In order to offset
this impact on the climate, Pirelli has supported a project in Mexico to restore degraded forest land
by planting native plant species (for 67% of the credits purchased), with a view to favouring an
initiative that ensures the permanent removal of atmospheric CO2 according to an “additionality”
principle, and a technological project to develop renewable energy production from hydroelectric
sources in Sumatra, Indonesia (for the remaining 33% of the credits). The activities financed with
Pirelli’s contribution concern mitigation initiatives that are outside its value chain, following the BVCM
(Beyond Value Chain Mitigation) principle, were carried out during the year 2023.
As part of the Group’s commitments with respect to Carbon Neutrality and Net Zero, in order to
neutralise residual emissions that cannot be reduced, Pirelli plans to adopt a strategy focused on
support projects for the permanent removal of carbon from the atmosphere that are associated with
high quality carbon removals that are certified and internationally recognised as best practice, for
compliance and effectiveness, at the time of purchase.
With regard to the issue of emissions and the effects on climate change, in 2023 the company
introduced a series of training activities for employees in addition to the periodic awareness-raising
campaigns already in place.
103 PCR version 3.05
104 This corresponds to an estimate of the Scope 3 “indirect use phase emissions” of category “11 - End of life treatment of sold products”
of the GHG Protocol (Corporate Value Chain - Scope 3 - Accounting and Reporting Standard).
105 2021 value calculated according to new PCR 3.05: 20,821.2
106 2022 value calculated according to new PCR 3.05: 19,780.5
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WATER MANAGEMENT
Pirelli periodically monitors the Group’s Water Footprint and, with a view to medium-long term
management, is committed to progressively reducing its impact on water resources throughout the
product life cycle. Similarly to the attribution of impacts already explained in the Carbon Footprint,
the impact on water resources of the tyre use phase is “indirect” for Pirelli, as it is accounted for as
a direct impact in the Life Cycle Assessment of the vehicle use phase.
In terms of Water Depletion, the consumption of water cubic metre equivalent linked to the production
of raw materials accounts for 74% of the Group total, the manufacturing part for 26%, while logistics
and product end-of-life are negligible. In terms of Eutrophication, the material-related impact is 97%
of the Group total, while the manufacturing logistics part and product end-of-life count for the
remaining 3%.
Aiming also to represent an estimate of water consumption linked to the use phase of vehicles (borne
by Car Manufacturer Customers) attributable to the rolling resistance of tyres put on the market by
Pirelli in 2023, this would be equal to two-thirds of the total consumption of all other phases of the
tyre life cycle. As regards Eutrophication, the impact of the use phase would instead be equal to the
total of all other tyre life cycle phases.
In order to promote efficient and responsible use of water in production processes and at work sites,
water efficiency management programmes are adopted as part of the environmental management
systems implemented at sites and certified ISO 14001. Opportunities for water efficiency are
identified starting from the assessment of water use at production sites and contribute to the
definition of improvement objectives, both quantitative and qualitative, specific to each site. Actions
on water primarily concern the reduction of its use, its recycling and the quality of discharges, and
benefit from facility management activities, machinery design and employee awareness campaigns.
Particular attention is paid to the local context of the use of this precious resource, with the use of
specific analysis tools (such as the Global Water Tool of the World Business Council for Sustainable
Development and the Aqueduct Water Risks Atlas of the World Resources Institute) and dedicated
action plans.
The environmental management systems implemented in the operating units, in addition to the
management of water resources, ensure the management of relations with relevant stakeholders
(local communities, authorities, etc.) and the relative potential impacts of the local contexts in which
the production plants are located. Environmental management, and its continuous improvement, are
in fact also addressed by mapping the main stakeholders, their interests and expectations. These
management systems also aim to ensure that the qualitative-quantitative characteristics of
emissions are in line with the context and regulations in force.
In terms of Governance, the Board of Directors of Pirelli & C. S.p.A., supported in its activities by the
Board Sustainability Committee, approves the environmental management objectives and targets
integrated in the Industrial Plan, which include those pertaining to the use of water in processes and
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the risks associated with it (as identified by the Group’s Climate Change and Water Stress Risk
Assessment).
The Industrial Plan in force as at 31 December provides for a reduction target of specific withdrawal
of water of 43% by 2025 compared to the 2015 value.
At Group level, 2023 recorded a specific water withdrawal index of 7.0 cubic metres per tonne of
finished product, a value 14% lower than the previous year and 45% lower than in 2015, reaching
the reduction target set for 2025 two years early.
Please note that in March 2024 the Company will update the Industrial Plan and related multi-
year strategic sustainability targets. The updated Plan and related Targets will be
simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
In absolute terms, the water withdrawal amounted to approximately 5.3 million cubic metres, down
by 16% compared to the 2021 figure. Thanks to the actions implemented, since 2015, Pirelli has
saved a total of more than 22.5 million cubic metres of water: an amount almost equivalent to the
absolute withdrawal for around four years by the entire Group.
Thanks in part to its performance in water resource management, Pirelli was awarded an “A-” rating
in the CDP Water Security programme in 2023.
To provide an overall view of the performance in terms of water withdrawal in the last three year
period, the following tables report the indicators:
absolute withdrawal, measured in cubic metres, which indicates the total withdrawal of water by
the Group;
specific withdrawal, measured in cubic metres per tonne of finished product, which indicates the
withdrawal of water used to make one tonne of finished product;
specific withdrawal, as measured in cubic metres per euro of Operating Income.
Absolute Withdrawal
Specific Withdrawal
m3
m3/tonFP
m3/k€
2021
6,552,628
8.5
8.0
2022
6,253,654
8.2
6.4
2023
5,264,047
7.0
5.3
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All the figures reported in this section have been collected by taking direct or indirect measurements
and are communicated by the local units. The following two graphs show the distribution of absolute
withdrawals by type of use and the weight of water supply by type of source.
DISTRIBUTION OF WITHDRAWALS BY DESTINATION - TYPE OF WATER SOURCES (m3)
60% of the water withdrawn is pumped from wells inside the facilities and authorised by the
competent authorities. Furthermore, Pirelli obtains 12% of its requirements from surface and
stormwater. As far as water from aqueduct or third-party sources is concerned, about 66% comes
from groundwater, while the remainder comes from surface water. The volume of water withdrawn
from water stress areas107 is 57% of the total. Lastly, about 460,000 cubic metres of water used,
equivalent to approximately 9% of total withdrawal, are obtained from the wastewater treatment of
its production processes. In 2023, the Silao site in Mexico collected a volume of rainwater amounting
to approximately 32,000 cubic metres used in the production process, following treatment, for the
benefit of less groundwater withdrawal.
107 Water stress areas: this includes all those areas characterised by a level of “water stress” equal to or greater than “high” according to
the classification of the WRI Aqueduct (Aqueduct Water Risk Atlas wri.org), as of 24 December 2023.
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A total of about 3.2 million cubic metres of domestic and industrial wastewater were discharged, with
41% of this into surface water bodies. The remaining amount was discharged into sewer networks.
Before being discharged into the final recipient, industrial wastewater – adequately treated as
necessary – is periodically subjected to analytical tests that certify substantial compliance with locally
applicable statutory limits.
In particular, as regards the quality of industrial effluents of the production facilities, indicative
average values are: 14.1 mg/l of BOD5 (Biochemical Oxygen Demand), 45.6 mg/l of COD (Chemical
Oxygen Demand) and 31.7 mg/l of Total Suspended Solids. It should also be noted that Pirelli does
not use substances classified as “Substances of Very High Concern” as defined by EU Regulation
No. 1907/2006, the so-called “REACH Regulation”.
SUMMARY
Type of Water
Total
Water stress areas
WITHDRAWAL FROM Surface water
Wells
Third Parties
Total
Surface water
Third Parties
Total
Total
DISCHARGE IN
CONSUMPTION
Total Volume
616,938
3,163,059
1,484,051
5,264,047
1,336,109
1,899,088
3,235,197
2,028,851
Freshwater
volume
523,769
3,117,626
1,396,822
5,038,216
1,331,688
841,345
2,173,033
2,865,183
Total Volume
523,747
1,526,243
940,878
2,990,868
0
1,310,042
1,310,042
1,680,826
Freshwater
volume
523,747
1,526,243
940,878
2,990,868
0
305,355
305,355
2,685,513
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WASTE MANAGEMENT
Circularity of resource management is one of the tyre industry’s most pressing challenges, both in
the design of its products and in the management of waste to minimise its generation, maximise its
recovery and thus limit its impact on the environment.
As part of the environmental management systems implemented at the factories and certified ISO
14001, specific waste management programmes are adopted. Areas for improvement in waste
management are identified from the mapping and measurement of waste production flows at
production sites and contribute to the definition of site-specific recovery targets.
In particular, the improvement of environmental performance connected with the management of
waste is achieved through:
innovation of production processes, guided by Research & Development, with the aim of
preventing the production of waste at the source, progressively reducing the processing of rejects
and replacing current raw materials with new materials that have a lower environmental impact;
operating management of generated waste, an integral part of the management systems of
environmental certificates, aimed at identifying and ensuring the selection of waste treatment
channels, in line with current local regulations, that can maximise recovery and recycling,
gradually eliminating the amount sent to the landfill with the Zero Waste to Landfill vision;
streamlining packaging management, both for the packaging of purchased products and the
packaging for products made by the Group. The initiatives guided by Pirelli’s Single Use Plastic
Free Policy and employee awareness-raising campaigns also fall within this context.
At Group level, 2023 saw a reduction of over 1% in absolute waste production compared to the
previous year, with the specific production indicator, weighted on tonnes of finished product,
remaining stable.
Of the total waste produced in 2023, 97.4% is sent for recovery at third-party plants (more than two-
thirds of the amount is material recovery), in line with the Industrial Plan in force as at 31 December
2023, which envisages a 98% rate of sending the waste produced for recovery (waste to landfill
diversion rate) by 2025, with a “Zero Waste to Landfill” vision.
Please note that in March 2024 the Company will update the Industrial Plan and related multi-
year strategic sustainability targets. The updated Plan and related Targets will be
simultaneously published on the institutional website www.pirelli.com for the benefit of all
Stakeholders.
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In 2023, hazardous waste108 accounts for 12% of the total waste produced (compared to 10% in
2022 and 9% in 2021) and is totally sent for treatment in third-party plants, authorised in accordance
with local regulations.
Limiting the perimeter to production sites only, waste generated in 2023 amounts to 101,266 tonnes
(12% of which is classified as hazardous waste), 70% of which is sent for material recovery or
recycling, 27% for energy recovery, and the remaining 3% for disposal.
The graphs below detail waste production through three main indicators:
absolute production, as measured in tonnes;
specific production, as measured in kilograms per tonne of finished product;
specific production, as measured in kilograms per euro of Operating Income.
Absolute production
Specific production
tonnes
kg/tonFP
kg/k€
2021
113,769
147
139
2022
111,483
146
114
2023
109,780
147
110
108 The hazardousness of waste is generally defined according to the applicable local regulations (e.g. in Europe it is done according to
the Waste Framework Directive 2008/9EC).
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The following table summarises the main data on the management of waste produced in 2023 which
are entirely managed by external treatment plants.
TYPE OF PROCESSING AT EXTERNAL SITES (DATA IN TONNES)
TYPE OF PROCESSING AT EXTERNAL SITES
(DATA IN TONNES)
Preparation for re-use
Recycling
Other recovery operations
Waste not for disposal
Incineration (without energy recovery)
Incineration (with energy recovery)
Landfill disposal
Other disposal operations
Waste destined for disposal
Waste sent for recovery (of material & energy)
TOTAL
Non-hazardous waste
Hazardous waste
Total
3,415
46,804
16,363
66,581
390
28,879
1,032
30
30,330
95,460
96,911
120
1,844
6,086
8,049
544
3,460
166
649
4,820
11,509
12.869
3,535
48,648
22,448
74,631
934
32,339
1,198
679
35,150
106,969
109,780
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OTHER ENVIRONMENTAL ISSUES
SOLVENTS
Solvents are used as ingredients in processing, mainly to reactivate vulcanised rubber, during the
fabrication and finishing of tyres. Pirelli is committed to the progressive reduction of these
substances, both by optimising their use, and by spreading solvent-free technologies for operations
that may be performed even without their use. In 2023, the specific solvent consumption value was
stabilised at 0.9 kg per tonne of tyres produced, marking a reduction of 2% compared to 2022, with
emission of VOCs109 slightly lower than total consumption.
Absolute consumption
Specific consumption
Specific consumption
tonSOLVs
kgSOLV/tonFP
kgSOLV/k€
2021
804
1.0
1.0
2022
719
0.9
0.7
2023
693
0.9
0.7
NOX EMISSIONS
NOx emissions derive directly from the energy-generating processes used. In 2023, the index based
on tonnes of finished product decreased by 19% compared to the 2022 figure, mainly due to a
change in the mix of energy consumed, which saw in particular a significant growth in the share from
renewable sources, as described above. The emissions were calculated by applying the emission
factors indicated by the EEA (European Environment Agency)110 to the energy consumption data.
In absolute terms, NOX emissions in 2023 decreased by 21% compared to the previous year.
109 Volatile Organic Compounds
110 European Environment Agency
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Absolute emissions
Specific emissions
Specific emissions
tonNOx
kgNOx/tonFP
kgNOx/k€
2021
800
1.04
0.98
2022
694
0.91
0.71
2023
549
0.74
0.55
The graph on the right shows the weight in 2023 of the direct and indirect emissions of NOx out of
the total NOx emissions.
OTHER EMISSIONS AND ENVIRONMENTAL ASPECTS
The Chinese production sites of Jiaozuo and Yanzhou are certified “Class A” according to the
guidelines defined by the Chinese Ministry of the Environment for the development of measures
aimed at reducing emissions in particularly critical general atmospheric situations. Thanks to this
certification, the result of the technical and management measures Pirelli has implemented to
manage and reduce emissions, both Pirelli sites are no longer subject to production restrictions
during periods when the air quality of the provinces where they operate (Henan and Shandong
respectively) falls below the alert threshold.
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The production process does not directly use substances that are harmful to the ozone layer. These
are instead contained in certain closed circuits of the cooling and air conditioning plants. Therefore,
except for accidental and unforeseeable losses, there are no free emissions into the atmosphere
that can be correlated with Pirelli manufacturing activities.
In 2023, the direct emission of SOX caused by the combustion of diesel and fuel oil is 7.9 tonnes (9.3
tonnes in 2022 and 10.1 tonnes in 2021, respectively) and is estimated according to EEA111 emission
factors.
As regards the management of packaging, car tyres are generally sold without packaging.
As a result of the environmental management systems implemented in the production units, and the
implementation of procedures dedicated to emergency prevention and response, constant and
timely monitoring and intervention is ensured on potential emergency situations that may occur, as
well as on reports received from stakeholders.
During 2023, an oil spill occurred at the Campinas plant in Brazil, affecting an area of about 50 m2,
without affecting surface or ground water. The cause of the contamination was promptly identified
and remedied, and the oil and soil involved were disposed of in line with local regulations, without
any sanction from the local authorities.
Apart from this incident, there were no significant incidents, complaints or penalties related to
environmental issues.
EXPENSES AND INVESTMENTS
In the three-year period 2021-2023, environmental expenditure related to the production process
was around €62 million, of which about 34% was allocated in 2023. Of this amount, 86% related to
normal management and administration of factories, while the remaining 14% was dedicated to
preventive measures and improvement in environmental management.
Lastly, it should be noted that, consistent with the materiality analysis at the beginning of this section
of the Report, the most significant expenses that Pirelli dedicates to the environment are those
relating to product Research & Development. In 2023, the Company invested €288.5 million in
research and innovation of its products, with a constant focus on safety performance and reduction
of environmental impacts and, simultaneously, production efficiency.
For the evaluation of new investments at the Group level in the Operations area, the Company
internally adopts a carbon price (whose value is pegged to the trading price of emission allowances
in the EU ETS market112), in order to integrate the potential medium-term (2030) benefits of avoided
GHG emissions into the feasibility analysis of the individual project. The environmental efficiency
111 European Environment Agency
112 European Union Emissions Trading System
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associated with projects is one of the guiding criteria to be considered in investment management,
as governed by the relevant internal Group operating rule.
THE EUROPEAN REGULATION ON THE TAXONOMY OF ENVIRONMENTALLY SUSTAINABLE
ECONOMIC ACTIVITIES
EU REGULATION 2020/852: PURPOSE AND REGULATORY CONTEXT
The European Union has long established a strategic framework for the implementation of actions
and policy initiatives consistent with the objectives of the UN 2030 Agenda. In this context, in March
2018 the European Commission formalised for the first time an Action Plan for Financing Sustainable
Growth, with the stated aim of redirecting capital flows towards sustainable investments, integrating
sustainability into risk management and promoting transparency and long-term vision, in awareness
of the important role that the financial sector can play in channelling private investment in support of
sustainable development.
The European Union’s commitment to sustainable finance also includes EU Regulation 2020/852
(the so-called “Taxonomy”), which aims to provide investors and the market with a common language
of sustainability metrics that can ensure comparability between operators, reduce the risks of
greenwashing, and increase the quantity and quality of information on the environmental and social
impacts of business, thereby promoting more responsible investment decisions.
Currently, the Taxonomy is focused on the identification of economic activities that are considered
environmentally sustainable, defined as those economic activities that contribute substantially to the
achievement of at least one of the following environmental and climate-related113 objectives,
provided that they do not cause significant harm to any of the other environmental objectives and
that they are carried out in compliance with social minimum safeguards:
climate change mitigation;
climate change adaptation;
the sustainable use and protection of water and marine resources;
the transition to a circular economy;
pollution prevention and control;
the protection and restoration of biodiversity and ecosystems.
In June 2021, the European Commission formally adopted the Delegated Acts (hereinafter referred
to as the “Climate Delegated Act”) that define the list of economic sectors and activities currently
113 Article 9 of EU Regulation 2020/852, which defines the environmental objectives under the Taxonomy.
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included in the Taxonomy and the related technical screening criteria to verify whether they
contribute substantially to achieving the environmental objectives of climate change mitigation and
adaptation.
In drawing up the content of the Taxonomy, the European Commission envisaged that economic
activities that contribute substantially to the objective of climate change mitigation can also be
considered as those activities for which there are no technologically and economically feasible low-
carbon alternatives, provided that they support the transition to a climate-neutral economy in line
with a pathway aimed at limiting the temperature increase to 1.5°C compared to pre-industrial levels,
including by phasing out greenhouse gas emissions, in particular emissions from solid fossil fuels
(so-called “transitional activities”). In addition, an economic activity is expected to contribute
substantially to one or more of the environmental objectives of the Taxonomy if it directly enables
other activities to make a substantial contribution to one or more of these objectives (so-called
“enabling activities”).
In June 2023, the European Commission formally adopted further Delegated Acts supplementing
the previous ones, introducing additional activities on mitigation and adaptation targets, and defining
the list of economic sectors and activities, with related technical screening criteria, on the
environmental objectives of the sustainable use and protection of water and marine resources, the
transition to a circular economy, pollution prevention and control, and the protection and restoration
of biodiversity and ecosystems.
The process of verifying the environmental sustainability of an economic activity (so-called
“alignment” to the Taxonomy) involves the following steps of analysis:
verification of substantial contribution criteria to assess the actual contribution of the economic
activity to a given environmental objective, respecting the principle of technology neutrality, and
taking into account the long-term and short-term impact of the economic activity;
verification of the “DNSH” (Do No Significant Harm) criteria to ensure that the economic activity
does not cause significant harm to any of the other environmental objectives; and
verification of compliance with Social Minimum Safeguards, which are designed to ensure that
economic activities are conducted in compliance with the main international guidelines and
treaties related to human rights, including labour rights, anti-corruption and anti-competitive
practices, and in compliance with tax laws.
REPORTING OBLIGATIONS AND GENERAL PRINCIPLES FOR DEFINING KPI
Article 8 of EU Regulation 2020/852 defines the reporting obligations under the Taxonomy and
clarifies that these obligations fall on any company subject to the obligation to publish non-financial
information pursuant to Article 19-bis or Article 29-bis of Directive 2013/34/EU. From 1 January 2023,
therefore, these companies will have to include information in their non-financial reporting (or in their
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consolidated non-financial reporting) on how and to what extent their activities are associated with
economic activities considered environmentally sustainable within the meaning of the Regulation.
Regarding non-financial corporations, the disclosure focuses on the following metrics (so-called “key
performance indicators” or “KPIs”):
a)
b)
the share of turnover coming from products or services associated with economic activities
considered to be environmentally sustainable;
the share of capital expenditure and the share of operating expenditure related to assets or
processes associated with economic activities considered environmentally sustainable.
In July 2021, EU Regulation 2021/2178 was published, supplementing Article 8 of EU Regulation
2020/852 to further specify the content and presentation of the aforementioned KPIs as well as the
methodology to be followed for their measurement and the qualitative information that needs to
accompany their reporting114. In 2023, this Regulation was amended by Annex V of Regulation
2023/2486, with specific reference to the KPI reporting models.
For KPI reporting in 2023, Pirelli is required to report on eligible economic activities for all six climate
and environmental objectives, where there are activities attributable to the economic activities
defined for each objective, and alignment only for the Climate Change Mitigation and Climate
Change Adaptation objectives. From the following year, the reporting requirement for alignment, as
well as eligibility, will be extended to all six objectives.
Non-financial undertakings115 are required to determine KPIs by ensuring general consistency with
financial reporting and by using the same currency as for the annual or consolidated financial
statements, with the additional requirement to include references to the relevant balance sheet items
for turnover and capital expenditure indicators in their non-financial statements.
THE TAXONOMY FOR THE PIRELLI GROUP
METHODOLOGICAL NOTE
The Pirelli Group has launched a dedicated Taxonomy worksite starting in 2021, to understand the
regulatory obligations, monitor updates and plan the preparatory activities for the reporting process
within its consolidated non-financial statement in a timely and effective manner.
The methodological approach in the initial phase focused on the regulatory analysis and
contextualisation of the tyre sector for the purpose of its application. This preliminary activity
114 See Annex 1 “Key Performance Indicators (KPIs) of non-financial corporations” and Annex 2 “Templates for Key Performance
Indicators (KPIs) of non-financial corporations” to EU Regulation 2021/2178.
115 Pursuant to the legislation, a “non-financial undertaking” is defined as an undertaking subject to the disclosure requirements set out in
Articles 19-bis and 29-bis of Directive 2013/34/EU which is not a financial asset manager, credit institution, investment firm, insurance
undertaking or reinsurance undertaking (see EU Regulation 2021/2178 Article 1(9)).
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immediately brought to light some unclear application and interpretation aspects both with reference
to the general discipline116 and above all about the tyre sector, whose framework in the Climate
Delegated Act on Taxonomy appears difficult to read.
In particular, within the scope of the transport-related manufacturing activities included in these
climate change-related delegated acts, there is only economic activity 3.3 Manufacture of low carbon
technologies for transport, the description and technical screening criteria of which, however,
specifically refer to the production of transport equipment in its entirety, including vehicles and
personal mobility devices, but not to the production of parts and/or components of the same117. The
interpretations published by the European Commission in 2022 have confirmed that the manufacture
of automotive components is an economic activity automatically “eligible” and that therefore these
companies, including tyre manufacturers, “can qualify” under the economic activity118 3.6 –
“Manufacture of other low carbon technologies” if their products meet the characteristics set out in
the Climate Delegated Act. The same document published by the European Commission in February
2022 clarified that the “eligibility” for the taxonomy under the aforementioned economic activity 3.6
is to be assessed exclusively in relation to the fact that the activity or product has the objective of
enabling a substantial reduction of GHG emissions in another sector of the economy119, a
circumstance that makes the interpretation questionable with reference to the tyre product, being the
tyre a product conceived with the essential objective of serving mobility while taking multiple
dimensions into account, starting with safety (e.g. wet grip, braking distances). Moreover, this
economic activity includes a methodology for determining the substantial contribution to climate
change mitigation that does not reflect processes, products, and technologies commonly found and
applicable in the tyre sector.
The Pirelli Group, albeit with the difficulties and limitations deriving from the regulatory context
described, has evaluated its positioning with respect to the economic activity 3.6 “Manufacture of
other low carbon technologies”, by determining the Key Performance Indicators relating to turnover,
capital expenditure and operating expenditure required by the regulations. However, the Pirelli Group
reserves the right to reconsider its evaluations and interpretations in future reports to take into
account any changes in the regulatory framework or further clarifications that may be made in the
meantime by national and European authorities or trade associations. However, the Pirelli Group
reserves the right to reconsider its assessments and interpretations on future reporting occasions to
consider any changes in the regulatory framework or further clarifications that may arise in the
meantime from national and European authorities or trade associations.
In 2023, a process involving a critical review of the analyses already carried out in previous years
was conducted in the light of the most recently published regulatory updates and interpretative
116 In the Assonime Circular no. 1/2022 “The European Regulation on the taxonomy of eco-sustainable activities: advertising obligations
for companies” a series of aspects are explained for which clarification is requested from the European Commission.
117 The NACE codes associated with this economic activity include C29.1 “Manufacture of motor vehicles” but not C29.3 “Manufacture of
parts and accessories for motor vehicles” which, by its nature, could also include the manufacture of tyres.
118 The FAQs published by the European Commission on 2 February 2022 clarified that “manufacturing specific car and vehicle
components is not automatically eligible under the section ‘manufacture of low carbon technologies for transport.’” (ref. FAQ 8).
119 The above-mentioned FAQ clarified that “the activity or product needs to have the objective of enabling a substantial reduction of GHG
emissions in another sector of the economy” (ref. FAQ 9).
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
documents (FAQs). At the same time, Delegated Regulation (EU) 2023/2485, which defines new
activities for the Climate Change Mitigation and Adaptation objectives, and Delegated Regulation
2023/2486, which defines eligible activities for the remaining four environmental objectives, were
analysed. Specifically, Delegated Regulation (EU) 2023/2485 recognises the potential role of the
tyre sector in contributing positively to the objectives of climate change mitigation and transition to a
circular economy; however, it has not yet defined an economic activity dedicated to tyre production,
which therefore remains eligible under Delegated Regulation (EU) 2021/2139 within Section 3.6
Manufacture of Other Low Carbon Technologies. The analysis also determined an expansion of
those activities by the Pirelli Group that can be considered “eligible” under the Taxonomy, compared
to previous years. More details on this are provided in the following paragraphs.
The Pirelli Group reserves the right to reconsider its assessments and interpretations in future
reporting periods, to take into account any changes in the regulatory framework or any further
clarifications that may arise in the meantime from national and European authorities or trade
associations.
212
Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
ECONOMIC ACTIVITIES OF THE PIRELLI GROUP
By virtue of these considerations by the Committee, Pirelli continues to consider eligible under
enabling activity 3.6 the share of production of tyres dedicated to environmentally friendly and
energy-efficient vehicles, taking as a benchmark the rolling resistance values of the European
labelling.
European tyre labelling120 provides a clear and common classification of their performance for (i)
rolling resistance, (ii) wet braking and (iii) exterior noise. Consistent with the specifications of
Delegated Regulation (EU) 2023/2485, the labelling parameter used is rolling resistance, which has
an indirect impact on vehicle fuel consumption and related greenhouse gas emissions. Therefore, a
better performance in terms of low rolling resistance has a positive impact on the environmental
objective of mitigating climate change121.
In particular, the rolling resistance classes indicate the energy efficiency level of the tyre, ranging
from A (maximum energy efficiency) to E (minimum energy efficiency). In continuity with previous
years, car and van tyres produced by the Group with European labelling in rolling resistance classes
A, B and C were considered for eligibility, where “C” is the most widespread on the market122.
Furthermore, as bicycles are zero-emission means of transport, tyres dedicated to them are also
considered ‘eligible’.
In 2023, in addition to tyre manufacturing, the following were also considered:
the electric bicycle rental and management service CYCL-e around™, eligible under Activity 6.4
Operation of personal mobility devices, cycle logistics, defined for the Climate Change Mitigation
objective;
the Pirelli CARE™ service, eligible under Activity 5.5 Product-as-a-service and other circular
use- and result-oriented service models, defined for the Transition to a Circular Economy
objective.
In addition to the activities that are characteristic of Pirelli’s business, the eligibility assessment also
included interventions carried out by individual Group plants, which are referrable to economic
activities defined under the Taxonomy. In this regard, the plants falling within the scope of
consolidation were involved in the assessment of individual investments made during the year to
identify those eligible for Taxonomy purposes.
120 Regulation (EU) 2020/740.
121 Regulation (EU) 2020/740 “(4) [...] Tyres, mainly due to their rolling resistance, account for between 20% and 30% of vehicle fuel
consumption. A reduction of the rolling resistance of tyres would therefore contribute significantly to the fuel efficiency of road transport
and thus to the reduction of greenhouse gas emissions and the decarbonisation of the transport sector’.
122 EPREL - European Product Registry for Energy Labelling (extraction 12/2/2024). Focusing on the three most efficient classes of Rolling
Resistance (those identified as “permissible”), tyres labelled A and B cover 8.1% of sales, while those labelled C cover 41.7% (the
remaining 50.2% are tyres labelled D and E).
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
Specifically, a number of initiatives were eligible in the following sectors:
3. Manufacturing, relating, for example, to the installation and maintenance of electrical
equipment for the transmission and distribution of electricity from photovoltaic systems.
5. Water supply, sewerage, waste management and remediation, relating, for example, to
interventions for the reduction of water withdrawals and water recovery.
7. Construction and real estate activities, relating, for example, to energy efficiency in buildings
and installation of charging stations for electric vehicles in the parking spaces pertaining to
buildings.
9 Professional, scientific, and technical activities, relating to Research and Development
activities in technologies aimed at optimising the development and testing phases of tyres, but not
directly related to improving the rolling resistance parameter123.
123 Consistent with the clarifications provided by the FAQs published by the European Commission on 19 December 2022 (FAQ 164
clarifies that “When R&D is an integral part of the activity that is covered in the Climate Delegated Act (in-house R&D that is integrated
in the activity), it can be counted under that activity and the associated expenditures disclosed accordingly”), research and development
activities carried out in-house and with the objective of improving the rolling resistance parameter of tyres labelled A and B were
considered as an integral part of Activity 3.6.
214
Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
ALIGNED BUSINESS ACTIVITIES OF THE PIRELLI GROUP
The Pirelli Group assessed the eco-sustainability of eligible activities pursuant to Article 3 of
Regulation (EU) 2020/852 as supplemented by Commission Delegated Regulation (EU) 2021/2139.
The Group does not carry out activities that provide climate change adaptation solutions, which was
considered only for the purpose of verifying the criterion of “not causing significant harm to any of
the environmental objectives” of the Taxonomy. Therefore, the alignment of activities with the
Taxonomy was assessed based on whether they would contribute substantially to achieving the
climate change mitigation objective.
It should be noted that, at present, none of the Pirelli Group’s eligible activities contributes to more
than one environmental objective; therefore, there is no risk of potential double counting linked to
this circumstance.
Concerning activity 3.6, in continuity with previous years, the rolling resistance parameter was used
as the best reference currently available to demonstrate the tyre’s contribution to the reduction of
greenhouse gas emissions of the entire transport sector124. In general, the tyre industry considers
that moving up to a higher Rolling Resistance class (reduction in rolling resistance) results in a
reduction of between 3% and 4%125 in CO2 emissions. Among the Rolling Resistance classes
considered permissible, with class C being the most common on the market126, rolling resistance
classes A and B, which express levels of very ‘high’ and ‘high’ energy efficiency and can, therefore,
lead to lower emissions than the best alternatives available on the market.
Compliance with the DNSH has been verified based on the environmental procedures adopted by
the Group, as well as ad hoc initiatives such as the Climate Change and Water Stress Risk
Assessment, already described in the sections “Adherence to the Task Force on Climate-Related
Financial Disclosure (TCFD) and TCFD Reporting” and “Emerging Risks related to Climate Change
and Water Stress” of this Report.
Regarding new economic activities identified in 2023:
the CYCL-e around™ electric bicycle rental and management service, which meets both criteria
for substantial contribution to climate change, as well as the DNSH criteria;
124 Report from the Expert Group on laboratory alignment for the measurement of tyre rolling resistance installed under Regulation (EC)
No 1222/2009 and listed on the Commission registry of Expert Groups to the European Commission - 2021
125 Regulation (EU) 2020/740 of the European Parliament and of the Council of 25 May 2020 on the labelling of tyres with respect to fuel
efficiency and other parameters, amending Regulation (EU) 2017/1369 and repealing Regulation (EC) No 1222/2009 (Text with EEA
relevance)”.
126 EPREL - European Product Registry for Energy Labelling (extraction 12/2/2024). Focusing on the three most efficient classes of Rolling
Resistance (those identified as “permissible”), one finds that tyres labelled A and B cover 8.1% of sales, while those labelled C cover
41.7% (the remaining 50.2% are tyres labelled D and E).
215
Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
the Pirelli CARE™ service, which is related to the Transition to a Circular Economy objective, is
not subject to the alignment analysis for the 2023 financial year, as required by Delegated
Regulation 2023/2486.
Finally, with reference to the investments made by the plants, each plant provided information on
the verification of the technical screening criteria for the substantial contribution of each activity and
compliance with the DNSH criteria.
SOCIAL MINIMUM SAFEGUARDS
Article 18.1 of the EU Taxonomy Regulation describes social minimum safeguards as procedures
implemented by a company to ensure that its business activities are conducted in accordance with
the internationally recognised principles set out in the OECD Guidelines for Multinational Enterprises
and the United Nations Guiding Principles on Business and Human Rights (UNGPs).
Compliance with the minimum safeguards, for the purposes of alignment, was assessed at Group
level. Specifically, the Pirelli Group considered all the issues set out in the principles contained in
the above documents, analysing both compliance and the presence of any sanctions in this regard
and, where appropriate, the relative management and remedial methods.
In order to identify, manage and mitigate risks related to the above issues, the Pirelli Group has
adopted Policies, Management Models, prevention actions and remedial mechanisms in the areas
of human rights, labour, environment, corruption, consumer protection, science, technology and
innovation, competition, taxation.
In particular, Pirelli promotes respect for human rights and adherence to applicable international
standards among its partners and stakeholders. Pirelli aligns its governance with the United Nations
Global Compact, the ISO 26000 Guidelines, the dictates of the SA8000® Standard and underlying
international ILO regulations, the International Charter of Human Rights, the OECD Guidelines on
Due Diligence and the recommendations contained in the United Nations Guiding Principles on
Business and Human Rights, implementing the Protect, Respect and Remedy Framework.
In line with international standards, Human Rights due diligence at Pirelli includes the following
activities:
Adoption and integration of a human rights due diligence commitment within company policies
and procedures.
Identification and assessment of risks and negative impacts, including through stakeholder
involvement.
Commitment to interrupt, prevent, mitigate and remedy negative impacts.
Monitoring of the implementation of these actions and their results.
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
Public communication of the approach to human rights due diligence and the actions taken to
avoid and address negative impacts.
Commitment to remedy any negative impacts, including establishing or participating in grievance
mechanisms where individuals and groups can voice grievances and human rights concerns.
For more in-depth information on the Policies adopted, the Management Model, risk analysis,
mitigation and prevention actions and remedial mechanisms, please refer to the sections dedicated
to this in this Report, in particular:
“Principal Policies”
“Respect for Human Rights”
“Diversity, Equity and Inclusion”
“Training on Sustainability and Corporate Governance”
Compliance with legislative-contractual prescriptions on overtime, rest, association and
bargaining, equal opportunities and non-discrimination, prohibition of child and forced labour”
ESG elements in the purchasing process”
ESG On-site Audit
“Reporting procedure - Whistleblowing Policy”
“Compliance programmes, anti-corruption, privacy, trade compliance, antitrust, compliance with
laws and regulations”
PERFORMANCE INDICATORS
Turnover, operating expenditure and capital expenditure data relating to eligible activities and
Taxonomy-aligned activities for the calculation of key performance indicators (KPIs) and shares in
the consolidated financial statements were extracted from the general accounting and cost
accounting systems used in the preparation of the consolidated financial statements.
Therefore, the data used for the calculation of KPIs under the Taxonomy are the same data used in
the preparation of the Group’s consolidated financial statements, avoiding the potential risk of double
counting.
217
Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
TURNOVER INDICATOR
Pirelli is among the world’s leading tyre manufacturers, the only one to be entirely focused on the
consumer market, which includes car, motorbike and bicycle tyres, from which it derives its total
turnover.
The portion of turnover referred to in Article 8(2)(a) of Regulation (EU) 2020/852 “Turnover KPI” is
calculated as the portion of net revenues obtained from products or services associated with
economic activities aligned to the Taxonomy (numerator), divided by the Group’s consolidated
revenues (denominator).The allocation of turnover to the numerator, as regards the sale of tyres,
was made thanks to the system tracking of European labelling for each tyre produced. It should also
be noted that the turnover from the sale of car and van tyres produced by the Group with rolling
resistance values consistent with the European labelling parameters was also taken into account by
tracing the non-European labelling to the European labelling values. Turnover attributable to the
CYCL-E™ service is accounted for under a dedicated heading and is therefore uniquely identifiable.
The risk of double counting with reference to the turnover KPI is therefore excluded.
The denominator of the KPI is the consolidated revenues of the year 2023 as indicated in the
explanatory note no. 29 “Revenues from sales and services” within the consolidated financial
statements.
218
Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
SHARE OF TURNOVER127 DERIVING FROM PRODUCTS OR SERVICES ASSOCIATED WITH
ECONOMIC ACTIVITIES ALIGNED TO THE TAXONOMY - INFORMATION FOR THE YEAR 2023,
REPRESENTED IN ACCORDANCE WITH THE TEMPLATE IN ANNEX V OF DELEGATED
REGULATION (EU) 2023/2486
Financial Year N
Year
Substantial contribution criteria
DNSH criteria (‘Does Not Significantly Harm’)
Economic Activities (1)
Code (2)
Turnover (3)
Proportio
n of
Turnover,
year N (4)
)
5
(
n
o
i
t
a
g
i
t
i
M
e
g
n
a
h
C
e
t
a
m
i
l
)
6
(
n
o
i
t
a
t
p
a
d
A
e
g
n
a
h
C
e
t
a
m
i
l
€/mln
%
C
Y; N;
N/EL
C
Y; N;
N/EL
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
)
9
(
y
m
o
n
o
c
E
r
a
u
c
r
i
C
Y; N;
N/EL
l
)
0
1
(
y
t
i
s
r
e
v
i
d
o
B
Y; N;
N/EL
i
)
7
(
r
e
t
a
W
Y; N;
N/EL
)
8
(
n
o
i
t
u
l
l
o
P
Y; N;
N/EL
)
1
1
(
n
o
i
t
a
g
i
t
i
M
e
g
n
a
h
C
e
t
a
m
i
l
C
)
2
1
(
n
o
i
t
a
t
p
a
d
A
e
g
n
a
h
C
e
t
a
m
i
l
C
)
5
1
(
y
m
o
n
o
c
E
r
a
u
c
r
i
C
l
)
6
1
(
y
t
i
s
r
e
v
i
d
o
B
i
)
3
1
(
r
e
t
a
W
)
4
1
(
n
o
i
t
u
l
l
o
P
)
7
1
(
s
d
r
a
u
g
e
f
a
S
m
u
m
n
M
i
i
Proportion of
Taxonomy-
aligned (A.1.)
or -eligible
(A.2.)
turnover, year
N-1 (18)
Category
enabling
activity (19)
Category
transitional
activity (20)
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
Manufacture of other low carbon technologies
CCM 3.6
2.094,45
31,5%
Operation of personal mobility devices, cycle
logistics
CCM 6.4
0,50
0,01%
Y
Y
Turnover of environmentally sustainable activities (Taxonomy-
aligned) (A.1)
2.094,95
32%
32%
of which enabling
of which transitional
-
-
31%
31%
0%
N
N
0%
0%
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
0%
0%
0%
0%
0%
0%
0%
0%
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL
EL; N/EL
EL; N/EL EL; N/EL
EL; N/EL EL; N/EL
Optional
Manufacture of other low carbon technologies
CCM 3.6
2.362,77
35,5%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Product-as-a-service and other circular use- and
result-oriented service models
CE 5.5
0,82
0,01%
N/EL
N/EL
N/EL
N/EL
EL
N/EL
Turnover of Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities) (A.2)
2.363,59
36%
36%
A. Turnover of Taxonomy- eligible activities (A.1+A.2)
4.458,55
67%
67%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non- eligible activities
2.191,55
33%
TOTAL
6.650,10
100%
25%
0%
25%
%
38%
0%
38%
63%
E
E
E
T
T
128
127 Values reported according to the template (“model”) in Annex V of Delegated Regulation (EU) 2023/2486 (“MODELS FOR THE KEY
PERFORMANCE INDICATORS (KPIs) OF NON-FINANCIAL COMPANIES”). Obscured cells refer to information not applicable for the
current financial year to the Group’s business activities.
128 For information only, if Pirelli had also considered class C rolling resistance, the aligned turnover would have amounted to 67%. As
mentioned, class C is considered not compatible with the definition of “best on the market”.
219
Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
CAPITAL EXPENDITURE INDICATOR
Capital expenditures incurred by the Pirelli Group attributed to eligible and environmentally
sustainable economic activities include costs accounted for on the basis of:
(a) IAS 16 “Property, Plant and Equipment”, paragraph 73(e), sub-paragraphs (i) and (iii);
(b) IAS 38 “Intangible Assets”, paragraph 118(e)(i);
(c) IFRS 16 “Leases”, paragraph 53(h).
The share of “aligned” economic activities with reference to capital expenditure refers mainly to
production investments directly related to the above-mentioned “aligned” income. Since most of the
tyre production plants are jointly used for the production of tyres of different rolling resistance
classes, the figures for these plants have been allocated in proportion to the volumes of tyres in the
classes identified for alignment. To this amount was added the total investment in the development
of cycling products. The “aligned” shares of the investments made by the Group’s factories,
attributable to the eligible economic activities defined under the Taxonomy, and investments in
Research and Development were also considered.
The denominator of the KPI is the sum of the gross additions recognised in the year 2023 with
reference to owned tangible fixed assets, rights of use and intangible fixed assets, as indicated in
Note 9 “Tangible fixed assets” and Note 10 “Intangible fixed assets” within the consolidated financial
statements.
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
SHARE OF CAPITAL EXPENDITURE129 RESULTING FROM PRODUCTS OR SERVICES
ASSOCIATED WITH ECONOMIC ACTIVITIES ALIGNED WITH THE TAXONOMY
-
INFORMATION FOR THE YEAR 2023, REPRESENTED IN ACCORDANCE WITH THE
TEMPLATE IN ANNEX V OF DELEGATED REGULATION (EU) 2023/2486.
Financial Year N
Year
Substantial contribution criteria
DNSH criteria (‘Does Not Significantly Harm’)
Economic Activities (1)
Code (2)
Turnover (3)
Proportio
n of
Turnover,
year N (4)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
€/mln
%
)
5
(
n
o
i
t
a
g
i
t
i
M
e
g
n
a
h
C
e
t
a
m
i
l
C
Y; N;
N/EL
)
6
(
n
o
i
t
a
t
p
a
d
A
e
g
n
a
h
C
e
t
a
m
i
l
C
Y; N;
N/EL
Manufacture of other low carbon technologies
CCM 3.6
167,33
33,0%
Renewal of water collection, treatment and supply
systems
CCM 5.2
0,30
0,1%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3
1,56
0,3%
Installation, maintenance and repair of charging
stations for electric vehicles in buildings (and
parking spaces attached to buildings)
Installation, maintenance and repair of instruments
and devices for measuring, regulation and
controlling energy performance of buildings
CCM 7.4
0,34
0,1%
CCM 7.5
0,51
0,1%
Installation, maintenance and repair of renewable
energy technologies
CCM 7.6
1,19
0,2%
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
CapEx of environmentally sustainable activities (Taxonomy-aligned)
(A.1)
171,22
34%
34%
0%
of which enabling
170,92
34%
34%
0%
of which transitional
-
0%
0%
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
)
9
(
y
m
o
n
o
c
E
r
a
u
c
r
i
C
Y; N;
N/EL
l
)
0
1
(
y
t
i
s
r
e
v
i
d
o
B
Y; N;
N/EL
i
)
7
(
r
e
t
a
W
Y; N;
N/EL
)
8
(
n
o
i
t
u
l
l
o
P
Y; N;
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
0%
0%
0%
0%
0%
0%
0%
0%
)
1
1
(
n
o
i
t
a
g
i
t
i
M
e
g
n
a
h
C
e
t
a
m
i
l
C
)
2
1
(
n
o
i
t
a
t
p
a
d
A
e
g
n
a
h
C
e
t
a
m
i
l
C
Proportion of
Taxonomy-
aligned (A.1.)
or -eligible
(A.2.) CapEx,
year N-1 (18)
Category
enabling
activity (19)
Category
transitional
activity (20)
)
5
1
(
y
m
o
n
o
c
E
r
a
u
c
r
i
C
l
)
6
1
(
y
t
i
s
r
e
v
i
d
o
B
i
)
3
1
(
r
e
t
a
W
)
4
1
(
n
o
i
t
u
l
l
o
P
)
7
1
(
s
d
r
a
u
g
e
f
a
S
m
u
m
n
M
i
i
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
24%
1%
25%
E
E
E
E
E
E
E
T
T
EL; N/EL EL; N/EL
EL; N/EL
EL; N/EL EL; N/EL
EL; N/EL
Optional
%
Manufacture, installation, and servicing of high,
medium and low voltage electrical equipment for
electrical transmission and distribution that result
in or enable a substantial contribution to climate
change mitigation
CCM 3.20
1,53
0,3%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Manufacture of other low carbon technologies
CCM 3.6
198,13
39,1%
EL
EL
N/EL
N/EL
N/EL
N/EL
Provision of IT/OT data-driven solutions
CE 4.1
0,06
0,01%
N/EL
N/EL
N/EL
N/EL
EL
N/EL
Construction, extension and operation of water
collection, treatment and supply systems
CCM 5.1
0,70
0,1%
Renovation of existing buildings
CCM 7.2
-
0,0%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3
4,50
0,9%
Installation, maintenance and repair of instruments
and devices for measuring, regulation and
controlling energy performance of buildings
CCM 7.5
1,21
0,2%
Installation, maintenance and repair of renewable
energy technologies
CCM 7.6
0,25
0,05%
Close to market research, development and
innovation
CCM 9.1
4,45
0,9%
EL
EL
EL
EL
EL
EL
EL
EL
EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
EL
N/EL
N/EL
N/EL
N/EL
EL
EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
CapEx of Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities) (A.2)
210,81
42%
42%
0%
0%
0%
0%
0%
A. CapEx of Taxonomy-eligible activities (A.1+A.2)
382,03
75%
75%
0%
0%
0%
0%
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities (B)
124,88
25%
TOTAL
506,92
100%
36,4%
2,9%
0,4%
0,04%
40%
65%
130
129 Values reported according to the template set out in Annex II of Delegated Regulation (EU) 2023/2486 (“MODELS FOR KEY
PERFORMANCE INDICATORS (KPIs) OF NON-FINANCIAL COMPANIES”). Obscured cells refer to information not applicable for the
current financial year to the Group’s business activities.
130 For information only, if Pirelli had also considered class C rolling resistance, the aligned CAPEX would have amounted to 72%. As
mentioned, class C is considered not compatible with the definition of “best on the market”.
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
OPERATING EXPENSES INDICATOR
The numerator of the KPI comprises the “aligned” share of the costs incurred for research and
development related to activity 3.6 and the operating costs related to the investments illustrated
above.
The denominator of the KPI, as required by regulation, is the direct non-capitalised costs related to
research and development, building renovation, rents, maintenance, repairs and other direct
expenses related to the day-to-day operation of assets incurred in the 2023 financial year.
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SHARE OF OPERATING EXPENDITURE131 ARISING FROM PRODUCTS OR SERVICES
ASSOCIATED WITH ECONOMIC ACTIVITIES ALIGNED TO THE TAXONOMY - DISCLOSURE
FOR THE YEAR 2023, REPRESENTED IN ACCORDANCE WITH THE TEMPLATE IN ANNEX V
OF DELEGATED REGULATION (EU) 2023/2486.
Financial Year N
Year
Substantial contribution criteria
DNSH criteria (‘Does Not Significantly Harm’)
Economic Activities (1)
Code (2)
Turnover (3)
Proportio
n of
Turnover,
year N (4)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
€/mln
%
)
5
(
n
o
i
t
a
g
i
t
i
M
e
g
n
a
h
C
e
t
a
m
C
Y; N;
N/EL
i
l
)
6
(
n
o
i
t
a
t
p
a
d
A
e
g
n
a
h
C
e
t
a
m
C
Y; N;
N/EL
i
l
)
9
(
y
m
o
n
o
c
E
r
a
u
c
r
i
C
Y; N;
N/EL
l
)
0
1
(
y
t
i
s
r
e
v
i
d
o
B
Y; N;
N/EL
i
)
7
(
r
e
t
a
W
Y; N;
N/EL
)
8
(
n
o
i
t
u
l
l
o
P
Y; N;
N/EL
)
1
1
(
n
o
i
t
a
g
i
t
i
M
e
g
n
a
h
C
e
t
a
m
C
i
l
)
2
1
(
n
o
i
t
a
t
p
a
d
A
e
g
n
a
h
C
e
t
a
m
C
i
l
)
5
1
(
y
m
o
n
o
c
E
r
a
u
c
r
i
C
l
)
6
1
(
y
t
i
s
r
e
v
i
d
o
B
i
)
3
1
(
r
e
t
a
W
)
4
1
(
n
o
i
t
u
l
l
o
P
)
7
1
(
s
d
r
a
u
g
e
f
a
S
m
u
m
n
M
i
i
Proportion of
Taxonomy-
aligned (A.1.)
or -eligible
(A.2.) OpEx,
year N-1 (18)
Category
enabling
activity (19)
Category
transitional
activity (20)
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
Manufacture of other low carbon technologies
CCM 3.6
84,12
22,3%
Operation of personal mobility devices, cycle
logistics
CCM 6.4
0,74
0,2%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3
0,32
0,1%
Installation, maintenance and repair of charging
stations for electric vehicles in buildings (and
parking spaces attached to buildings)
Installation, maintenance and repair of instruments
and devices for measuring, regulation and
controlling energy performance of buildings
CCM 7.4
0,06
0,02%
CCM 7.5
0,01
0,00%
Installation, maintenance and repair of renewable
energy technologies
CCM 7.6
0,04
0,01%
Y
Y
Y
Y
Y
Y
OpEx of environmentally sustainable activities (Taxonomy-aligned)
(A.1)
85,30
23%
23%
of which enabling
84,56
22%
22%
of which transitional
-
-
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
N
N
N
N
N
N
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
EL; N/EL EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
Optional
Manufacture of other low carbon technologies
CCM 3.6
24,77
6,6%
Renewal of water collection, treatment and supply
systems
CCM 5.2
0,03
0,01%
Construction, extension and operation of waste
water collection and treatment
CCM 5.3
0,02
0,01%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3
0,23
0,1%
EL
EL
EL
EL
Installation, maintenance and repair of instruments
and devices for measuring, regulation and
controlling energy performance of buildings
CCM 7.5
0,01
0,00%
EL
Close to market research, development and
innovation
CCM 9.1
8,75
2,3%
EL
EL
EL
EL
EL
EL
EL
OpEx of Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities) (A.2)
33,82
9%
9%
0%
A. OpEx of Taxonomy-eligible activities (A.1+A.2)
119,12
32%
32%
0%
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
0%
0%
0%
0%
0%
0%
0%
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities
257,83
68%
TOTAL
132
376,95
100%
23%
23%
%
5%
2%
7%
30%
E
E
E
E
E
E
E
T
T
131 Values reported according to the template (model) set out in Annex II of Delegated Regulation (EU) 2023/2486 (“MODELS FOR KEY
PERFORMANCE INDICATORS (KPIs) OF NON-FINANCIAL COMPANIES”). Shaded cells refer to information not applicable for the
current financial year to the Group’s business activities.
132 For information only, if Pirelli had also considered class C rolling resistance, the aligned OPEX would have amounted to 29%. As
mentioned, class C is considered not compatible with the definition of “best on the market”.
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
GAS AND NUCLEAR ACTIVITIES
In accordance with Regulation 2021/2178 and in light of the clarifications by the Commission133,
Template 1 of Annex XII to Delegated Regulation 2021/2178 with respect to the activities of the Pirelli
Group is set forth below.
Activities related to nuclear energy
1. The company carries out, finances or has exposure to research, development, demonstration and
implementation of innovative power generation facilities that produce energy from nuclear processes with a
minimum amount of fuel cycle waste.
2. The company carries out, finances or has exposure to the construction and safe operation of new nuclear
power plants for the generation of electricity or process heat, including for district heating purposes or for
industrial processes such as hydrogen production, and improvements in their safety using the best available
technology.
3. The company carries out, finances or has exposure to the safe operation of existing nuclear installations that
generate electricity or process heat, including for district heating or industrial processes such as the production
of hydrogen from nuclear energy, and improvements in their safety.
Fossil Gas Activities
NO
NO
NO
4. The company carries out, finances or has exposure to the construction or operation of power generation
NO
facilities using fossil gas fuels.
5. The company carries out, finances or has exposure to the construction, upgrading and operation of combined
NO
heat/cool and power generation plants using gaseous fossil fuels.
6. The enterprise carries out, finances or has exposure to the construction, upgrading and operation of combined
NO
heat/cool power generation plants using gaseous fossil fuels.
133 The FAQs published in December 2023 confirm that non-financing companies, which do not conduct the listed activities, are only
required to publish template 1, omitting templates 2 to 5, of Annex XII to Delegated Regulation 2021/2178.
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FUTURE DEVELOPMENTS
The Taxonomy regulation is constantly evolving and the list of eligible sectors and activities may be
supplemented in the coming years. Specifically, the introductory considerations to Delegated
Regulation 2023/2486 suggest the possible future introduction of an activity dedicated to tyre
production134. In addition, a Social Taxonomy is expected to be drawn up, which may make it possible
to broaden the sustainability assessment of economic activities by considering additional aspects
such as the health and safety of workers, human rights, inclusion policies and attention to staff growth
and training opportunities.
Awaiting further regulatory developments, and in particular the publication of any activity dedicated
to tyre production, the Pirelli Group is committed to continuous improvement of the activities
necessary to ensure complete and accurate reporting in accordance with regulatory requirements.
134 In the introductory remarks of Delegated Regulation 2023/2486, the Commission states the following: “As tyres are responsible for 20
% of a vehicle’s energy consumption, leveraging innovation in their manufacture can reduce the share of greenhouse gas emissions
borne by the entire transport sector. Tyres can also contribute to a more circular economy. Although tyre manufacturing is not part of
the activity of manufacturing components that are essential for ensuring and improving the environmental performance of low-carbon
vehicles, it will need to be assessed in more detail in order to set specific criteria for technical screening, taking due account of the
legal obligations enshrined in the most recent EU legislative proposals and best practices, in particular with regard to microplastic
release, air pollution, noise, direct greenhouse gas emissions and end-of-life.”
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SOCIAL DIMENSION
RESPECT FOR HUMAN RIGHTS
Pirelli bases its activities on compliance with the universally established Human Rights, as
fundamental and indispensable values of its culture and business strategy, working to manage and
reduce potential risks of violations and in order to avoid causing – or contributing to causing –
adverse impacts to these rights in the international, multicultural, socially and economically diverse
context in which it operates.
The Company promotes respect for Human Rights and adoption of international standards
applicable at its Partners and Stakeholders. Pirelli also adheres to the Global Compact of the United
Nations, to the ISO 26000 Guidelines, to the dictates of the SA8000® Standard and underlying ILO
international standards, the OECD Due Diligence Guidelines, and the recommendations contained
in the Guiding Principles Business and Human Rights of the United Nations, implementing the
Protect, Respect and Remedy Framework.
Pirelli’s commitment on human rights is dealt with extensively in the Group “Global Human Rights”
Policy, which applies to all Pirelli operations, including Pirelli’s business relations with third parties;
where Pirelli does not have operational control, all business partners (e.g., joint ventures, suppliers,
etc.) are required to comply with the principles set out in the Policy. The Policy describes the
management model adopted by the Company with reference to Rights and Core Values such as
occupational health and safety, non-discrimination, freedom of association, rejection of child labour
and forced labour (firmly condemning trafficking and exploitation of human beings in all its forms),
fair and decent wages for the worker, equal pay for work of equal value, reasonable and adequately
compensated working hours, respect for local cultures and indigenous peoples, protection of
environmental heritage, rejection of all forms of corruption, protection of privacy.
In terms of Governance, plans, Risk Assessment results and Human Rights performance are
discussed and approved in the Sustainability Operations Committee, a body chaired by the CEO
and which meets monthly, then by the Strategic Sustainability Committee, a body chaired by the
Vice-Chairman and which meets quarterly, and are part of the Sustainability Plans and results
presented and discussed in the relevant Board Committee and then presented, discussed and
approved by the Board of Directors.
Pirelli’s Top Management, supported by the Sustainability function, which is responsible for Human
Rights Governance, and with the involvement of the functions involved in various ways (including
but not limited to the Compliance, Procurement, Human Resources, Health Safety and Environment,
and Legal Affairs functions) plays a strategic role in the full implementation of the Policy, ensuring
the involvement of all Pirelli workers and collaborators so that they express behaviour consistent
with the values contained therein.
Further references to respect for human rights and its application to the supply chain are also found
in other company documents: “Values and the Code of Ethics”, the Global “Health, Safety and
Environment” Policy, the “Global Personal Data Protection” (Privacy Policy), the “Diversity, Equity &
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
Inclusion” Policy, the “Code of Conduct of Pirelli Suppliers”, the “Sustainable Natural Rubber
Management” Policy and the “Whistleblowing” Policy (Complaint Procedure).
Please refer to the “Sustainability Policies” section of the Pirelli website to read the full contents of
all the above-mentioned Policies and Code of Conduct.
To identify, assess, prevent and mitigate the risks of violation of Human Rights, Pirelli has
implemented a Due Diligence system that crosses the value chain and integrates attention to human
rights in all the Company’s activities.
Before investing in a specific market, in new business relationships (e.g., acquisitions, joint
ventures), Pirelli conducts ad hoc assessments on possible political, financial, environmental and
social risks, including those related to respect for human and labour rights, while in countries where
the Company operates, internal and external context systematic monitoring is carried out to prevent
negative impacts on human rights and, if necessary, remedy them.
With reference to its Affiliates, the Company verifies the application of the requirements in terms of
respect for human and labour rights through periodic audits carried out by the Internal Audit function,
in compliance with a three-year auditing plan. In addition, the Country Sustainability Plans of all
Affiliates have systematically included, for years, the monitoring of ongoing compliance with the
dictates of SA8000 (the latter adopted as a reference tool since 2004).
For further details, please refer to the section of this report entitled “Compliance with legislative-
contractual requirements on overtime, rest periods, association and bargaining, equal opportunities
and non-discrimination, prohibition of child and forced labour”.
With reference to the supply chain, respect for Human Rights and the management of the related
risk of violation are integrated into all purchasing processes.
In the on-boarding phase (pre-qualification and qualification) Pirelli asks all potential suppliers
to fill out a questionnaire, through which the supplier acknowledges and at the same time accepts
Pirelli’s requirements concerning economic, social, environmental and business ethics, including
human and labour rights. In fact, the supplier is asked to certify that its company verifies the age of
its workers before hiring them and makes sure that all its employees are of the minimum age defined
by law, confirmation that the company only uses workers with a written employment contract and
who work on a voluntary basis, that it respects the workers’ right to free association and participation
in trade union activities, that it manages disciplinary practices in compliance with legal provisions,
and that it respects and applies, as a minimum, legal/contractual provisions on working hours,
overtime and rest periods. The EcoVadis system is used with which the sustainability profile of the
supplier is extensively investigated, including specifically in the areas of human and labour rights,
ethics and sustainable procurement.
The qualification process is further strengthened in the case of potential new suppliers and/or plants
of raw materials and high value-added goods, which by their very nature may become long-
term/development partners for the Company and to which a large part of procurement spending is
destined, in addition to often coming from countries and sectors that present specific risks in the area
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
of Human Rights (as well as environmental and ESG in general). On potential suppliers of raw
materials and high value-added goods, Pirelli carries out a preliminary on-site third-party audit
right from the qualification stage to verify the level of compliance of the potential supplier with
respect to the main national and international regulations on Human Rights and Labour (as well as
Environment and business ethics) and initiates, where necessary, corrective action/improvement
plans followed by third-party follow-up.
At the contractual stage, suppliers are required to comply with the Pirelli Suppliers’ Code of Conduct.
The Code details, among other things, what is required of Pirelli’s suppliers in the area of human
and labour rights, and specifically in terms of employment contracts, working hours, prohibition of
child labour, prohibition of forced labour and modern slavery, passport management, occupational
health, safety and hygiene (including in terms of the use of materials and chemicals that may be
hazardous), non-discrimination, equal pay for work of equal value, freedom of association and
collective bargaining, rights of indigenous peoples and the prevention of conflicts over land, privacy,
and internal security regulations. The Code also details the due diligence system applied by Pirelli
and, at the same time, that required of suppliers and throughout the supply chain. Similarly, the Code
sets out the reporting system - whistleblowing - that Pirelli makes available to its stakeholders and
prescribes the adoption of a similar reporting procedure for all suppliers. The clauses also require
confirmation that the Goods and Services supplied or to be supplied to Pirelli under the Contract
and/or Orders do not contain and will not contain for the entire duration of the supply any Conflict
Minerals (3TG, Mica, Cobalt, etc.).
Pirelli contractually reserves the right to suspend or terminate the contractual relationship in the
event of non-compliance with the Code of Conduct, and/or refusal to enter into a corrective
action/improvement plan, or failure to implement an agreed corrective action/improvement plan.
As regards the natural rubber supply chain, in addition to the Code of Conduct for Pirelli’s Suppliers,
which applies to all purchase categories, Pirelli also applies its own Policy for the Sustainable
Management of Natural Rubber, which is in line with the Human Rights dictates of the Global
Platform for Sustainable Natural Rubber (GPSNR), of which Pirelli is a founding member. The Policy
reaffirms Fundamental Human and Labour Rights, as well as the development of local communities
and the prevention of conflicts related to land ownership.
In terms of assessing the potential risk of violation of Human Rights in the supply chain, Pirelli
performs an annual desk risk analysis considering the country, sector, and specific good/material
risk, which is then accompanied by an analysis of the current risk and the implementation of tools
for risk mitigation. In particular, conducts spot checks on suppliers, through assessment (EcoVadis)
and periodic on-site audits during the “Annual Audit Campaigns”, on top of the on-site audit
conducted for all potential raw material suppliers from the approval and qualification stage.
For an in-depth look at the Supply Chain Management Model, the content of sustainability clauses,
details of on-site audits performed, and more on Conflict Minerals and Natural Rubber, see the
section “Our Suppliers” in this Report.
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
The Company also makes available to its Stakeholders a dedicated channel for reporting, even
anonymously, any situations that constitutes or may constitute a risk of violation of Human Rights as
well as any Group Policy, law or regulation in relations with the Group, to which is added a further
Grievance Procedure for specific issues pertaining to the Natural Rubber context. It should be noted
that in 2023 no reports of violations of fundamental Human Rights were received, nor was the
Company subject to any proceedings or convictions relating to violations of Human Rights.
Pirelli cooperates and sustains the importance of cooperation with government and non-government,
sectoral and academic entities in relation to the development of global policies and principles aimed
at protecting human rights; this is the context which sees the inserting, as an example, of the Group
CEO signing the “CEO Guide on Human Rights” promoted by the WBCSD in 2019, the activity under
the UN Global Compact Working Group “Decent Work in Global Supply Chains”, Pirelli’s participation
in the UN Global Compact “Target Gender Equality” table in 2022, in the UN Global Compact
Business and Human Rights Accelerator table in 2024, Pirelli’s active contribution to the creation of
the Global Platform for Sustainable Natural Rubber (GPSNR) and its membership.
FOCUS: HUMAN RIGHTS TRAINING
Pirelli believes that training, access to knowledge and understanding of the rules and principles
relating to human rights, the values underlying them and the mechanism for their protection is of
fundamental importance, both within the company and in the value chain.
With reference to Pirelli employees, in the fourth quarter of 2023 Pirelli made available a course in
which the contents of Pirelli’s Policy on Human Rights Management, the regulations underpinning
the management model, risk analysis activities and reaction in the event violations are identified are
explored point by point. During the two-year period 2024 and 2025, specific training sessions are
also planned for corporate functions that, due to the type of activity performed, may have a particular
impact on the management of the issue, or are in any case owners of specific human rights risks.
With reference to the supply chain, in November 2023 Pirelli activated a training course on Business
and Human Rights, that involved 100% of the Group’s raw material suppliers, and all suppliers of
Capital Goods considered continuous and strategic.
This was in line with the results of the Risk Assessment conducted between the end of 2022 and the
beginning of 2023 (to which the following section is dedicated), which saw the risk materiality position
raw material suppliers higher than other purchase categories.
The course comprised three Modules and ended in February 2024.
The objective is to create “capacity” among suppliers, to give them the essential information that will
enable them to effectively manage the issue in compliance with current international regulations and
guidelines, and of which Pirelli calls for application, such as the ILO international regulations, the
OECD Guidelines on the duty of vigilance, and the recommendations contained in the United Nations
Guiding Principles on Business and Human Rights, implementing the Protect, Respect and Remedy
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
Framework. These are sometimes complex guidelines, which in their entirety can take a lot to
implement. Our aim is therefore to rationalise, with a preference for understanding, action, and risk
mitigation.
The course explains how to create a Management Model, from Governance to Policies, what
processes are required, how to conduct risk assessment, how to trigger a due diligence process,
gives practical examples of remedial measures, explains the importance of engagement with
stakeholders, and provides guidance on reporting practices through tangible examples.
Suppliers were asked to participate in the training, involving the three internal corporate functions
considered key in the management of Human Rights, namely Procurement, Human Resources,
Sustainability.
A certificate was issued at the end of the course.
Pirelli has also asked Suppliers to cascade the course within their organisation and supply chain. To
this end, and to facilitate its dissemination, Pirelli designed it so that Suppliers who completed the
course could download all the material, customise it and make it their own, so as to capitalise as
much as possible on the result of a significant training investment, extending it as far as possible in
terms of reach.
In the course of 2024 and 2025, Pirelli aims to offer the same training on Human Rights management
to all suppliers in the other product categories identified as potentially high or medium risk based on
the results of the risk assessment.
FOCUS - HUMAN RIGHTS RISK ASSESSMENT
With a process that started in the fourth quarter of 2022 and ended in early 2023, Pirelli updated its
analysis of the risk of human rights violations within its sites and in the supply chain by defining a
risk-based model for the management of human rights aspects. This model included a Human Rights
Risk Assessment (HRRA) to identify the geographical areas and production categories most at risk
of human rights violations. The assessment was conducted in line with the Company’s Enterprise
Risk Management (ERM) model and allowed the identification of subsidiaries and suppliers on which
to intervene as a priority through the most appropriate mitigation and prevention actions.
The risk assessment activity consisted of the following work steps:
•
identification of Relevant Human Rights: an analysis of internal documentation and the
regulatory environment was carried out in the context of due diligence, which led to the
identification of 12 priority human rights for the Company’s activities along its value chain. These
rights are: the right to equality and non-discrimination, child right, the right to an adequate
standard of living and equal and adequate remuneration, working hours and overtime, health
and safety right, freedom from modern slavery, forced labour, inhumane treatment, and human
trafficking, the right to privacy, the right to association and collective bargaining, land and natural
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
resources protection, indigenous peoples and minorities right, access to justice and the right to
education;
• Country risk analysis: for each human right identified as relevant, public indices were analysed
to determine the level of potential risk for the countries in which Pirelli operates, both directly
through subsidiaries and along the supply chain, considering a scale from 1 to 4 (where 1 =
remote risk, 2 = low risk, 3 = medium risk and 4 = high risk). In the country risk analysis, 55
countries were considered, representing 99.8% of Pirelli’s 2021 expenditure and including the
32 countries in which Pirelli operates through subsidiaries. The analysis took into account the
geopolitical, socio-cultural and legislative conditions of the countries, assessed according to the
likelihood of occurrence of human rights violations. In order to identify the actual risk level, further
analyses were carried out to assess the risk situation detected both in the subsidiaries, by
investigating the effectiveness of the safeguards adopted by the Company in the countries most
at risk, and along the supply chain, by analysing the results of non-compliance in the field of
human rights that emerged from the third-party audit activities carried out over the last four
years. This analysis showed how the level of potential risk in some countries can change
considering the specific risk level of Pirelli’s suppliers or subsidiaries operating in those contexts;
•
sector/commodity risk analysis and business analysis: in order to define the level of potential
risk of human rights violations per Sector risk along the supply chain, a qualitative-quantitative
study was carried out to investigate the risk exposure of Pirelli’s main purchasing categories:
Raw Materials, Capital Goods, Consumables and Services. In order to assess the potential risk
exposure of subsidiaries instead, the company’s operations were taken into account, and the
riskiness was defined for production sites, fitting units, logistics and offices. Again, the non-
compliances revealed by third-party audit activities per purchasing category along the supply
chain and the safeguards adopted by Pirelli were considered to identify the actual level of risk
along the supply chain. A scale of 1 to 4 was also used for this analysis.
The results of the analysis show that countries with a medium-high potential risk level are mainly
concentrated in the Asian, African and some Latin American countries; while in the European
continent, North America and Oceania in general the risk was low-remote. With regard to the
potential risk related to the purchase categories, it should be noted that the raw material and capital
goods categories have a higher level of risk than the others, as the raw material related to these two
categories originate from riskier supply chains. An analysis of the non-conformities revealed by the
audits of the last four years shows that the actual risk level of the company’s suppliers is significantly
lower even in countries with medium-high potential risk, such as Brazil and Indonesia. Considering
the safeguards and therefore the mitigation actions adopted by the Company over the years, the
actual risk of human rights violations in Pirelli’s subsidiaries is also significantly lower than the
potential risk, precisely because of the commitments undertaken by the Company, which, in any
case, maintains a high level of attention to human rights in all the countries where it operates.
The Human Rights Risk Assessment (HRRA) allows Pirelli to systemise all the mitigation and
prevention actions adopted with the aim of prioritising verification, monitoring, awareness-raising and
training actions to intervene in an increasingly targeted manner on suppliers or subsidiaries that
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might not be in line with Pirelli’s human rights provisions, thus reinforcing the Due Diligence process
already implemented.
Furthermore, the Company is aware that international frameworks on Business and Human Rights
insist on the need for companies to involve stakeholders in assessing the negative impacts that may
be caused by their activities along the value chain through a Human Rights Impact Assessment
(HRIA). For this reason, following the risk analysis, Pirelli carried out a stakeholder engagement
exercise involving internal company functions and external organisations with expertise in human
rights, including NGOs, in order to understand the extent of the negative impacts linked to the 12
human rights identified as relevant. The assessment was based on international and GRI Standards,
asking respondents to rate the likelihood and severity of negative impacts (the latter understood as
the scale, scope and irremediable character of the impact).
The involvement of the corporate functions made it possible to make this assessment in the
subsidiaries, finding an overall remote impact due to the effectiveness of the safeguards adopted.
These affect not only the probability of occurrence, but also lower the level of severity, since even in
the remote possibility of a violation occurring, the company’s management and control system would
allow for immediate action, limiting the severity of the possible negative impact.
With reference to the situation along the supply chain, the results obtained from the interviews with
external experts show that although the necessary safeguards are in place to mitigate potential
negative impacts, in some countries socio-political conditions may make it difficult for companies to
effectively mitigate such impacts along the supply chain. For this reason, the probability and severity
assigned by the experts tend to be higher than the corporate perspective, especially given the
potential risks present in some of the countries Pirelli sources from and with reference to freedom of
association and collective bargaining and occupational health and safety.
To reinforce the risk containment measures already in place, which the risk assessment carried out
confirmed to be effective for the mitigation and recovery of the risk of human rights violations,
considering the drive for continuous improvement of the management model and in response to
regulatory changes and external expectations, the company during 2023 has put in place specific
activities and in particular:
training for employees, see section “Focus - HUMAN RIGHTS TRAINING”, above;
training on human rights targeting 100% of the Group’s raw material suppliers and 100% of the
continuous and strategic Capital Goods (CAPEX) suppliers, in the countries where the risk is
highest in light of the regulatory and social context of reference, as well as on the basis of the
results of the on-site audits carried out by the company, see “HUMAN RIGHTS TRAINING”
section above;
continuation of on-site audits of all potential new raw material suppliers during the approval
phase;
continuation of the Annual On-site Audit Campaign for active suppliers (all product categories);
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EcoVadis Assessment covering 90% of spending on suppliers with high potential risk, and 82%
of spending on suppliers with medium potential risk (based on the results of the risk assessment
described above).
In the course of 2024 and in line with the annual cycle, the risk assessment will be updated. Further
details on actions and targets for the coming years will be available when the Industrial Plan is
published in March 2024.
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INTERNAL COMMUNITY
PIRELLI EMPLOYEES AROUND THE WORLD
The total Pirelli workforce as at 31 December 2023 - expressed in Full Time Equivalent and
including agency workers - stood at 31,072 employees (vs. 31,301 in 2022 and 30,690 in 2021),
recording a net reduction of 229 employees compared to the previous year.
The following tables, with reference to the last three years, detail the composition of the workforce135
136 by category, geographical area137, gender, type of contract, and the flow of employees by
geographical area, gender and age bracket.
To complete the information on the trend of the workforce during the year, please refer to the
paragraph “Industrial Relations” in this Report.
Additional quantitative information with specific reference to the issue of diversity is provided in the
“Diversity, Equity and Inclusion” section of this Report.
BREAKDOWN OF WORKFORCE BY CATEGORY
EXECUTIVES MIDDLE MANAGERS
WHITE-COLLAR
BLUE-COLLAR
2023
2022
2021
263
253
247
1,896
1,775
1,754
4,159
4,196
4,052
24,753
25,077
24,636
TOTAL
31,072
31,301
30,690
135 Staff numbers are expressed in Full Time Equivalent; while respecting the totals, partial values entered in the table may be subject to
rounding and the sum may not correspond to the total.
136 These data include agency workers, corresponding to 0.8% in 2021, 0.2% in 2022 and 0.2% in 2023. Agency workers are the workforce
that is taken on to meet temporary work peaks, linked to market demand. This workforce is intermediated through employment
agencies, in compliance with company policies, legal regulations and trade union agreements.
137 For 2023: Europe: Austria, Belgium, France, Germany, Greece, Italy, Netherlands, Poland, Czech Rep., United Kingdom, Romania,
Slovakia, Spain, Sweden, Switzerland, Turkey, Hungary. North America: Canada, Mexico, United States. South America: Argentina,
Brazil, Chile, Colombia. Asia Pacific: Australia, China, Korea, Japan, Singapore. MEAI & Russia: Saudi Arabia, Egypt, India, Russia,
South Africa, UAE.
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
BREAKDOWN OF EMPLOYEES BY GEOGRAPHICAL AREA AND GENDER
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
2023
2022
2021
MenWomen Total MenWomen Total MenWomen Total
11,559
2,09313,65211,196
1,93413,130 11,022
1,81612,838
3,104
582 3,686 2,881
463 3,344 2,746
451 3,197
7,136
726 7,862 7,633
711 8,344 7,321
653 7,975
2,944
883 3,827 3,023
907 3,930 2,999
899 3,898
MEAI & RUSSIA (in 2022 & 2021 RUSSIA, Nordics
& MEAI)
1,471
574 2,046 1,966
588 2,554 2,190
593 2,783
TOTAL
26,214
4,85831,07226,698
4,60331,301 26,278
4,41230,690
BREAKDOWN OF EMPLOYEES BY GEOGRAPHICAL AREA AND CONTRACT
2023
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
RUSSIA & MEAI
TOTAL
2022
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
RUSSIA, NORDICS & MEAI
TOTAL
Permanent
Temporary Agency
12,332
1,307
3,668
7,759
3,824
2,013
0
102
1
20
29,595
1,430
13
18
1
2
13
47
Permanent Temporary Agency
11,827
1,284
3,312
8,253
3,926
0
75
4
2,434
117
29,751
1,480
19
32
16
0
3
70
Total
13,652
3,686
7,862
3,827
2,046
31,072
Total
13,130
3,344
8,344
3,930
2,554
31,301
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
Total
12,838
3,197
7,975
3,898
2,783
30,690
2021
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
RUSSIA, NORDICS & MEAI
Permanent Temporary Agency
11,636
1,192
3,166
7,666
3,898
2,658
10
31
0
112
197
0
125
0
0
TOTAL
29,023
1,429
238
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
PERCENTAGE OF EMPLOYEES BY CATEGORY, GENDER AND AGE RANGE
2023
<30
30-50
>50
2022
<30
30-50
>50
2021
<30
30-50
>50
Executives Middle Managers White-collar
Blue-collar
Total
M W Tot.
M W Tot.
M W Tot.
M W Tot.
M W Tot.
0% 0% 0% 3% 3% 3% 22% 30% 24% 23% 16% 22% 21% 18% 21%
49% 58% 51% 64% 73% 67% 63% 57% 61% 63% 75% 64% 63% 69% 64%
51% 42% 49% 32% 23% 30% 15% 13% 15% 15% 9% 14% 16% 12% 15%
Executives Middle Managers White-collar
Blue-collar
Total
M W Tot.
M W Tot.
M W Tot.
M W Tot.
M W Tot.
0% 0% 0% 4% 3% 3% 20% 30% 23% 24% 15% 23% 22% 18% 22%
52% 61% 53% 65% 74% 67% 64% 58% 62% 63% 76% 64% 63% 70% 64%
48% 39% 47% 32% 23% 30% 16% 12% 14% 13% 8% 13% 15% 11% 14%
Executives Middle Managers White-collar
Blue-collar
Total
M W Tot.
M W Tot.
M W Tot.
M W Tot.
M W Tot.
0% 0% 0% 3% 4% 3% 20% 27% 23% 24% 16% 23% 22% 18% 22%
55% 61% 56% 67% 76% 69% 65% 60% 63% 64% 76% 65% 64% 71% 65%
45% 39% 44% 30% 20% 28% 15% 13% 14% 12% 8% 12% 14% 11% 13%
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
EMPLOYEES WITH PART-TIME CONTRACT BY GENDER AND REGION (expressed in FTE)
2023
REGION
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
RUSSIA & MEAI
Total
Men
64
0
81
0
1
147
Women
79
0
23
0
3
104
Total
143
0
104
0
5
251
EMPLOYEES WITH FULL-TIME CONTRACT BY GENDER AND REGION (expressed in FTE)
2023
REGION
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
RUSSIA & MEAI
Total
Men
11,386
3,091
7,054
2,942
1,464
25,937
Women
2,013
557
703
883
564
4,740
Total
13,399
3,668
7,757
3,825
2,028
30,677
EMPLOYEES WITH “NON-GUARANTEED HOURS” CONTRACT BY GENDER AND REGION
(expressed in FTE) 2023
REGION
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
MEAI & RUSSIA
Total
Men
96
0
0
0
0
96
Women
1
0
0
0
0
1
Total
97
0
0
0
0
97
EMPLOYEE FLOWS BY GEOGRAPHIC AREA, GENDER AND AGE BRACKET
The following data refer to incoming/outgoing employees (all incoming and outgoing movements of
employees with permanent and temporary contracts, such as retirements, resignations, expiry of
fixed-term contracts). The entry and exit rates are calculated by comparing the number of entries
and exits of each category to the total number of employees belonging to that category as at 31
December. The disposals and acquisitions of companies or business units, and changes in work
schedules from full-time to part-time are not considered.
In 2023, the total turnover rate is 14%, of which 7.5% is voluntary.
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2023 FLOWS: ABSOLUTE VALUES AND RATES
INCOMING
OUTGOING
<30 30 - 50
>50
M
W Total
<30 30 - 50
>50
M
W Total
993
625
60 1,397
281 1,678
589
600
264 1,322
131 1,452
40%
8%
2% 12% 13% 12% 24%
8%
8% 11%
6% 11%
978
549
37 1,296
268 1,564
734
445
28 1,065
142 1,207
65% 28% 16% 42% 46% 43% 48% 23% 12% 34% 25% 33%
300
282
26
463
145
608
326
637
92
933
123 1,056
17%
5%
3%
6% 20%
8% 19% 12% 11% 13% 17% 13%
78
84
1
105
58
163
62
157
10
171
58
229
18%
3%
1%
4%
7%
4% 15%
5% 10%
6%
7%
6%
183
165
55
272
130
402
166
272
78
393
122
516
54% 12% 15% 19% 23% 20% 49% 20% 21% 27% 22% 25%
2,531 1,705
179 3,533
882 4,415 1,877 2,111
472 3,884
576 4,459
39%
9%
4% 13% 18% 14% 29% 11% 10% 15% 12% 14%
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
MEAI & RUSSIA
TOTAL
2022 FLOWS: ABSOLUTE VALUES AND RATES
INCOMING
OUTGOING
<30 30 - 50
>50
M
W Total
<30 30 - 50
>50
M
W Total
1,055
732
67 1,570
284 1,854
674
611
199 1,332
152 1,484
45%
9%
2% 14% 15% 14% 29%
8%
7% 12%
8% 11%
603
301
16
837
83
920
445
298
18
691
70
761
42% 18%
9% 29% 18% 28% 31% 18% 10% 24% 15% 23%
966
604
20 1,390
200 1,590
357
584
75
900
115 1,016
48% 11%
3% 18% 28% 19% 18% 11% 10% 12% 16% 12%
108
130
2
179
61
240
59
125
13
150
47
197
21%
4%
2%
6%
7%
6% 12%
4% 14%
5%
5%
5%
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
RUSSIA, NORDICS & MEAI
203
138
15
280
75
356
198
276
70
461
83
543
41%
8%
3% 14% 13% 14% 40% 17% 16% 23% 14% 21%
TOTAL
2,935 1,905
120 4,257
702 4,959 1,732 1,893
375 3,534
466 4,000
43% 10%
3% 16% 15% 16% 26%
9%
8% 13% 10% 13%
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
2021 FLOWS: ABSOLUTE VALUES AND RATES
EUROPE
NORTH AMERICA
SOUTH AMERICA
APAC
RUSSIA, NORDICS & MEAI
INCOMING
OUTGOING
<30 30 - 50
>50
M
W Total
<30 30 - 50
>50
M
W Total
918
575
50 1,341
202 1,599
562
522
360 1,290
154 1,444
39%
7%
2% 12% 11% 12% 24%
7% 13% 12%
8% 11%
525
245
10
726
54
781
458
330
24
730
82
812
36% 16%
7% 27% 12% 25% 32% 21% 16% 27% 19% 26%
846
578
19 1,321
123 1,443
287 1,042
199 1,413
114 1,527
52% 11%
3% 19% 19% 19% 18% 19% 27% 20% 18% 20%
98
182
3
179
104
283
81
207
2
244
46
290
17%
6%
4%
6% 12%
7% 14%
6%
2%
8%
5%
7%
272
259
26
434
123
500
156
256
54
354
112
466
49% 15%
6% 21% 21% 21% 28% 15% 13% 17% 19% 17%
TOTAL
2,659 1,840
107 4,000
606 4,606 1,544 2,357
639 4,032
508 4,539
40%
9%
3% 15% 14% 15% 24% 12% 16% 16% 12% 15%
The table below shows the percentage of only voluntary turnover of the entire company population,
which includes white- and blue-collar workers, over the last three years and refers to voluntary
resignations and retirements138.
Voluntary Turnover (Total)
2021
6.7%
2022
6.5%
2023
7.5%
At Pirelli there are 51 young people older than 15 and under 18 - before birthday - years old (27 in
Germany, 12 in Switzerland, 9 in Sweden, 1 in the UK and 2 in Brazil), each for training and
integration plans, in harmony with local laws.
DIVERSITY, EQUITY AND INCLUSION
Pirelli is characterised by a multinational context where individuals manifest a great diversity, whose
conscious management simultaneously creates a competitive advantage for the Company and a
shared social value.
138 In the year 2023, there is an increase in the indicator, largely as a result of increased retirements, as the company favoured early
retirements, in accordance with the regulations of each country.
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
Pirelli’s commitment to valuing diversity, respect for equal opportunities and inclusion in the
workplace is expressed in the Pirelli Global Policy “Diversity, Equity and Inclusion”, last updated in
August 2023. The centrality of the issue for Pirelli also sees DE&I covered in other relevant Group
sustainability documents, including the “Code of Ethics” and the “Global Human Rights” Policy, also
updated in August 2023. All the above-mentioned Policies have been communicated to employees
in the local language and are published on the Company’s website, which is available to the external
community in several languages. With specific reference to Diversity and Independence of the Board
of Directors, please refer to the related Policy called “Statement on Diversity and Independence”
published on Pirelli’s website, in the Corporate Governance section.
The aforementioned Policies are the subject of training on Pirelli’s Sustainable Management Model
through the “Plunga” international on boarding programme, so that all new hires enter the Company
aware of the value attributed to the issue of Diversity, Inclusion and Equity, as well as the related
rules.
In terms of Governance, Pirelli has a Diversity, Equity & Inclusion Manager, who works in
coordination with the different corporate functions for their respective competences. Plans and
performance in the area of Diversity, Equity and Inclusion are discussed and approved in the
Sustainability Strategic Committee, a body chaired by the CEO, which meets at least twice a year,
and are part of the Sustainability Plans and results presented and discussed in the competent Board
Committee and then presented, discussed and approved by the Board of Directors.
The Pirelli DE&I Policy reaffirms Pirelli’s commitment to guaranteeing a working environment in
which each person is treated and treats others with dignity and respect, free from all forms of
harassment, abuse, psychological and/or physical coercion and discrimination against individuals or
groups by other individuals or groups, committing itself to preventing and intervening to put an end
to such behaviour, should it occur.
The implementation of Policy D&I passes through the active support of Group employees, in
compliance with internal guidelines and the tools Pirelli makes available so to:
take decisions concerning the employment and development of people free from any form of
discrimination;
continue to maintain a high level of sensitivity and awareness in the organisation towards
Diversity, Equity and Inclusion issues, including with a view to preventing potential unconscious
bias;
maintain an inclusive and respectful working environment both within Pirelli and in relations with
external Stakeholders, free from all forms of discrimination and harassment;
grant gender pay equity on an equal meritocratic basis, identify gaps and progressively close
them, if found, and transparent reporting in this regard;
bolster of people’s motivation through dialogue, participation, services and initiatives supporting
psycho-physical wellbeing and work-life balance, including, for example, through flexible
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Pirelli & C. S.p.A. – 2023 Annual Report Report on Responsible Management of the Value Chain
working options, the dissemination of a culture of sharing family burdens, the adoption of health
support programmes, and support for parenthood.
The Policy details the reporting procedure under DE&I, available to employees as well as to the
external community, respecting confidentiality and ensuring non-retaliation. In this regard, 25 reports
were received in 2023 under the ‘Discrimination or Harassment’ reporting category, of which none
related to discrimination cases and 9 were found to be related to harassment. The Company took
action in all cases, intervening with disciplinary sanctions (reprimands and dismissals) and with
actions aimed at removing the causes of the complaints and/or aimed at improving the internal
control system. For further information on the reports received, please refer to the paragraph
“Reporting procedure – Whistleblowing Policy”.
The centrality of Diversity, Equity and Inclusion in the commitment of top management is also
reflected in the remuneration policies. In the Company’s short-term incentive schemes (STI) in
2023, ESG KPIs focused on Diversity & Inclusion were introduced and, specifically, targets on the
number of women in managerial positions relative to the total number of managerial positions in the
company. This KPI, broken down in the different geographies, was awarded to the Executive Vice-
President and CEO, Deputy-CEO, Region Heads, Executives with strategic responsibility and Group
Senior Management with a weight equal to 5% of the entire incentive.
In terms of management aimed at fostering equal opportunity, the following practices and activities
have been established for years:
the use, as far as possible, of candidate lists with a significant presence of women in recruitment
processes;
introduction of initiatives aimed at respecting cultural and religious diversity (e.g. different and
clearly marked diets in canteens, typical cuisine from cultures other than that of the host country
etc.);
“multilingual” bookshops at the factories;
welfare and work-life balance initiatives (in regard, refer to the section “Welfare and initiatives in
favour of the Internal Community” in this report).
Also in 2023, among the various initiatives, Pirelli continued the initiative started in 2021 by setting
up with Bocconi University a fund called “Pirelli Women Awards” dedicated to supporting university
careers of deserving female students, as well as other training initiatives such as those aimed at
improving the management of cross-cultural communication provided during the “Plunga”
international on boarding programme dedicated to new people hired by the Group. In Italy, Pirelli
has joined the projects “Primavera delle pari opportunità” promoted by STEAMiamoci and
Assolombarda, and “Inspiring Girls” promoted by ValoreD, bringing the testimonies of some
employees with STEM profiles to middle schools in the Lombardy region, with the aim of promoting
STEM skills and encouraging students to follow their aspirations free of gender stereotypes.
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Report on Responsible Management of the Value Chain Pirelli & C. S.p.A. – 2023 Annual Report
In 2023, Pirelli continued the global awareness and training campaign on diversity management and
good inclusion practices it had begun in 2022, aimed at all employees and managers in the
Company. In particular, in 2023 we highlight the campaign “The habits of inclusive leaders” aimed
at Group managers and employees, consisted of two webinars on the topics of ‘speaking up’ and
‘listening up’, with the aim of promoting a style of leadership and teamwork that is increasingly
inclusive and attentive to diversity. The initiative was attended by almost 600 employees from all
over the world.
In addition to the global awareness campaign on diversity and inclusion issues, in 2023 several
Group affiliates delivered local initiatives further promoting a respectful and inclusive work
environment. In particular, the following initiatives should be noted by way of example but not limited
to:
(Italy)
“(Non) Sono solo parole ((not) just words): awareness-raising course on inclusive language
and behaviour with a focus on (i) generational diversity, (ii) gender differences, (iii) inclusive
language and micro-aggressions (target: all staff).
Thematic webinars with the aim of offering moments of reflection to employees on the
following international days: International Women’s Day, International Day against
Homophobia, Biphobia and Transphobia, International Day against Violence against Women,
International Day of People with Disabilities.
Adhesion to the 4weeks4inclusion event with the realisation of a digital event to promote
shared parenting.
(USA)
“DE&I mindset leadership workshop”: two-day workshop for top management to address
issues of inclusive leadership (target: top management).
(Brazil)
“Semana de diversidade”: a week of initiatives dedicated to diversity & inclusion issues
addressed to all employees with events, training courses and workshops (target: staff, blue-
collar workers).
The section of the company intranet named “Diversity, Equity & Inclusion Hub”, accessible to all
employees and dedicated to awareness-raising and training, was expanded in 2023. The Pirelli
DE&I Hub offers all Group employees an opportunity to enhance their inclusive and diversity culture
with reference to the many facets of DE&I. The website’s homepage is in English and contains online
courses, articles and reading suggestions, as well as reporting on company initiatives related to
diversity and inclusion issues. The group’s affiliates have progressively developed local language
pages for widespread dissemination of content throughout the group. In 2023, there are five websites
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(Italy, Brazil, Mexico, Germany, Sweden) already available in the local language and three more
(China, USA and Spain) scheduled to be launched in early 2024.
In 2023, the training offering for Italy was enriched for all staff employees with four training courses
on the topics of inclusive leadership, unconscious bias, generational diversity and cultural diversity
in order to improve collaboration and teamwork. In 2024, the offering is expected to be rolled out in
the Group’s different geographies.
Awareness-raising activities on DE&I issues were also organised in the factories, specifically in
Mexico and Brazil. In Italy, an awareness-raising campaign focused on acceptance of diversity and
mutual respect has been defined for the Settimo Torinese plant, which is scheduled to be launched
in the first half of 2024.
Pirelli monitors the level of acceptance and appreciation of diversity perceived by employees at
its organisation, as well as the priority given to the issue of Diversity and Equal Opportunities by
employees. After the launch in 2022 of the new Group survey “Nextoyou for white-collar workers
(see the dedicated section for details), the same survey was released in 2023 for blue-collar workers.
The survey includes, among the various areas surveyed, one on ‘Diversity and Inclusion’.
This section is made up of dedicated and specific questions, showing the importance given to
listening to employees on the subject, in order to better target subsequent awareness-raising and
training actions. The level of satisfaction regarding the perceived acceptance of diversity and
inclusion in the work environment, surveyed in 2023 for the blue-collar population, is 88%. The blue-
collar worker surveys were delivered locally during 2023 and consolidated at year-end. The results
will be disseminated internally, followed by the preparation of action plans related to the priorities
identified within 6 months of receiving the results.
Pirelli actively participates in various working groups and growth paths on Diversity, Equity and
Inclusion issues. Among these we note:
the UN Global Compact’s tracks, including Target Gender Equality, an international track
designed to provide companies with the tools to develop more equitable and inclusive
businesses. For more information, please refer to the section “Main International Commitments
on Sustainability”;
participation in the Valore D network, the first business association in Italy aimed at promoting
gender balance and an inclusive corporate culture. The working tables and peer learning
opportunities organised by the network deepen the concrete and positive impacts of
inclusiveness on employees and the community, the definition of improvement plans and
targets, and the measurement of Diversity, Equity and Inclusion results.
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FOCUS: THE FIGURES ON DIVERSITY
Internationality and multiculturalism are the distinguishing features of the Group: Pirelli operates
in 160 Countries on five continents, and around 90% of employees (as at 31 December 2023) work
outside of Italy. Awareness of the cultural differences that create the identity of the Company entails
displaying the utmost confidence in management of local origin139: most of the Senior Managers
work in their country of origin, where Senior Managers are those reporting directly to the Executive
Vice Chairman, the CEO, Region Heads and Executives with strategic responsibilities. In order to
develop the innovative and managerial potential inherent in multiculturalism and in dealings with
different professional environments, the Company promotes the growth of its managers through
international mobility: more than half of active Senior Managers in 2023 have in fact experienced at
least one experience as expat during their professional experience within the Pirelli Group.
Compared to the total number of employees, in 2023 there were 60 new expatriates, compared with
44 in 2022 and 23 in 2021. The main countries of new expatriates were Italy (18%) and the USA
(16%). At year-end 2023, the expatriate population totalled 132 people (vs. 105 in 2022 and 85 in
2021), belonging to 16 nationalities and who moved to 24 different countries on five continents, of
which 21% (compared to 19% in 2022) were women. 45% of the total expatriate population is made
up of non-Italian employees.
With regard to the nationalities of Pirelli employees as of 31 December 2023, there are 87 present.
The following table shows 6 nationalities most present in the total population and the same 6
nationalities calculated in relation to Management positions.
Share in total workforce (as % of total
workforce)
Share in all management positions, (as % of
total workforce) including junior, middle and
senior (as % of total management workforce
NATIONALITY
Brazilian
Romanian
Chinese
Italian
Mexican
Russian
Others
FTE
6,381
4,697
3,670
3,396
3,313
1,964
7,603
Grand Total
31,025
%
20.6%
15.1%
11.8%
10.9%
10.7%
6.3%
24.5%
100%
NATIONALITY
Brazilian
Romanian
Chinese
Italian
Mexican
Russian
Others
FTE
223
39
90
1,098
58
17
635
Grand Total
2,159
%
10.3%
1.8%
4.2%
50.8%
2.7%
0.8%
29.4%
100%
With regard to the incidence of women in the various professional categories in the 2021-2023
three-year period, the data show a gradual increase, the number of female executives continues to
grow, amounting to 13.7% of the total number of executives (compared to 12.2% in 2022 and 11.3%
139 In the most significant locations, represented by Pirelli plants
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in 2021); the percentage of women in managerial positions (executives + middle managers) is also
growing, amounting to 27% in 2023 (compared to 24.5% in 2022 and 24.8% in 2021); the incidence
of women in the total number of white-collar workers stands at 33.8% (34% in 2022 and 33.2% in
2021); the incidence of women in the blue-collar population rises to 11.6%. The percentage of
women in the total population grows to 15.6% (compared to 14.7% in 2022 and 14.4% in 2021).
For the breakdown of the corporate bodies by gender and Diversity Policies in the “Report on
Corporate Governance and Ownership Structure of Pirelli & C. S.p.A.”, within the present Annual
Report, paragraphs “Diversity Policies”, “Board of Directors Administration - Composition”, “Board of
Statutory Auditors - Composition”.
WOMEN AS A PERCENTAGE OF THE TOTAL WORKFORCE140 BY PROFESSIONAL
CATEGORY
YEAR EXECUTIVES
MIDDLE
MANAGERS
EXEC+MID MGR
(=Tot. Manager)
WHITE
COLLARS
BLUE
COLLARS
TOTAL
2023
2022
2021
13.7%
12.2%
11.3%
28.8%
26.2%
26.6%
27%
24.5%
24.8%
33.8%
34.0%
33.2%
11.6%
15.6%
10.7%
14.7%
10.4%
14.4%
Analysing the breakdown by gender in terms of employment contract, the table below shows
that also in 2023, a substantial balance was maintained between men and women.
2023
2022
2021
Men Women
Total
Men Women
Total
Men Women
Total
PERMANENT
25,011
4,584
29,595
25,398
4,353
29,751
24,807
4,216
29,023
TEMPORARY
1,169
261
1,430
1,250
231
1,480
1,246
183
1,429
AGENCY
34
13
47
51
19
70
225
13
238
In 2023 the number of parental leaves used by Pirelli employees corresponds to 186 for women
and 825 for men. With reference to the post-maternity/paternity return rate, the Pirelli figure for the
total workforce in all the countries where the Company is present shows that in 2023, out of the total
number of workers who have completed their parental leave, 91% of women and 98% of men have
returned to the Company. Also, in 2023, one year after the maternity and paternity event (begun in
2022), 84% of women and 94% of men are still employed by the company. It should also be noted
that the difference in the data between genders should be considered natural in light of the different
socio-cultural contexts in which female workers are inserted. In 2021, in the Italian perimeter, as a
140 Figures include agency workers, amounting to 0.8% in 2021, 0.2% in 2022 and 0.2% in 2023
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pilot initiative, an agreement has been signed that provides for a supplement to the provisions of
local legislation on parental leave, which allows for a 100% pay adjustment which covers a period of
3 months. The impact of this initiative should be assessed over a three-year time horizon. It should
be noted that, with regard to the variable incentive system (STI and LTI), months of maternity and
parental leave do not count as periods of absence for the purposes of calculating any bonus.
In the context of gender diversity, Pirelli is particularly attentive to remuneration equality, constantly
monitoring this issue and publishing the figures transparently for more than 10 years.
The countries considered in the analysis at the end of 2023, were all the countries in which Pirelli
operates. The pay gaps between men and women are calculated for each country and for the same
roles, taking into account the “grade” assigned to each (i.e., the weight given to each organisational
position on the basis of different factors) and the statistical significance of each cluster. This
methodology of data collection allows for an objective investigation and assessment, taking into
account the structural differences of the various local markets and their specific remuneration logic.
With reference to all the group’s executives, middle managers and white-collar workers, the average
pay gap measured between men and women is 2.7% in favour of women.
More specifically, with reference to white-collar workers, the average pay gap between men and
women measured is 4.4% in favour of women, in line with both 2022 and 2021. For middle managers,
on the other hand, an average pay gap of 1.4% in favour of men was noted, an improvement on the
3%, also in favour of men, in 2022 and 2021. A few examples:
Italy, which has a difference between average remuneration for men and women of around 5.5%
in favour of women for the white-collar category (compared to 4% in 2022 and 3% in 2021, also
in favour of women) and 3.7% in favour of men for the middle manager category (compared with
3% in 2022 and 2021, also in favour of men);
Romania, where for the white-collar category there is 0.9% in favour of women (compared to
2% in 2022 in favour of women and 1% in 2021 in favour of men) and for the middle manager
category there is 2.1% in favour of men (compared to 7% in 2022 and 2021, also in favour of
men);
Brazil, where for the white-collar category there is a pay gap of 2.5% in favour of men (compared
to 2% in favour of men in 2022 and 1% in favour of women in 2021) and for the middle manager
category there is 4.9% in favour of men (compared to 6% in 2022 and 2% in 2021, also in favour
of men);
Germany, which shows a difference between average male and average female pay of 0.5% in
favour of men for the white-collar category (compared to 1% in 2022 and 2% in 2021, also in
favour of men) and 1.9% in favour of men for the middle manager category (compared to 3% in
2022 and 5% in 2021, also in favour of men).
With reference to the population of executives, of which women make up 13.7%, there is an average
pay gap of 3.6% in favour of men.
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With regard to the population of blue collars, all countries where Pirelli has an industrial presence
were analysed. For each of these countries the pay gap between men and women has been
calculated. The average, weighted by the number of employees, showed 1.6% in favour of men. A
few examples:
China has a difference between average male and average female pay of 9.0% in favour of
men, down from 12% in 2022 and 2021 in favour of men;
Brazil has a pay gap of 3.7% in favour of men, compared to 3% in favour of men in 2022 and
4% in favour of women in 2021;
in Italy there is a gap of 2.7% in favour of men, compared with 2% in favour of men in 2022 and
2021;
in Romania there is a gap of 1.1% in favour of men compared to 1% in favour of women in 2022
and substantial pay equity in 2021.
With reference to the starting salary of new hires during their first year of work, this is shown to be
greater than the minimum levels prescribed by different local legislation and there are no differences
between men and women or related to other diversity factors.
Pirelli’s inclusive culture towards different skills, as explained in the Pirelli policy on equal
opportunities, is implemented by all the Group’s affiliates. Under current local laws, in 2023
approximately 1.9% of the total workforce (up from 1.7% in 2022 and 2021) have some form of
disability, net of the following considerations: the percentage of differently abled employees in the
Company’s multinational context is objectively difficult to measure, both because in many countries
where the Group operates there are no specific regulations to promote their employment and
therefore disability is not automatically detectable, and because in many countries this information
is of a sensitive nature and is protected by privacy laws; therefore, it is likely that the actual
percentage of differently-abled people working in Pirelli may be higher than the figure indicated
above.
With reference to the “age” factor of the company population by professional category, as can
be seen from the table below, it is homogeneous between genders.
AVERAGE AGE BY CATEGORY AND GENDER
Executives
Middle Managers
White collars
Blue collars
Group Average
49
51
51
43
45
45
37
39
39
39
39
39
39
39
39
2023
Women
Men
Total
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2022
Women
Men
Total
2021
Women
Men
Total
Executives
Middle Managers
White collars
Blue collars
Group Average
50
51
50
44
45
45
37
39
39
39
38
38
39
39
39
Executives
Middle Managers
White collars
Blue collars
Group Average
50
50
50
44
45
45
38
39
39
38
38
38
39
39
39
Instead, the following table represents the average seniority of service per professional category
and gender: also in 2023, there were no significant differences between men and women.
AVERAGE SENIORITY OF SERVICE OF EMPLOYEES BY PROFESSIONAL CATEGORY AND
GENDER
2023
Women
Men
Total
2022
Women
Men
Total
Executives
Middle Managers
White collars
Blue collars
Group Average
17
18
17
13
14
14
8
10
10
8
10
10
9
10
10
Executives
Middle Managers
White collars
Blue collars
Group Average
18
17
17
14
15
14
8
10
9
8
10
10
9
10
10
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2021
Women
Men
Total
Executives
Middle Managers
White collars
Blue collars
Group Average
18
17
17
14
15
14
9
10
10
8
10
10
9
10
10
REMUNERATION AND SUSTAINABILITY
The General Remuneration Policy, approved by the Board of Directors of Pirelli, establishes the
principles to which the Group adheres in order to determine and monitor the application of the
remuneration guidelines relating to the Directors vested with particular powers/offices, to the
Managing Directors, to Executives with strategic responsibilities, to Senior Managers and to other
Group Executives.
Specifically, the Guidelines of the remuneration for the abovementioned management figures will
also cover:
fixed and variable remuneration, both short and medium-long term;
compensation in the event of termination of employment;
clawback clauses.
The Policy also describes the process adopted and the stakeholders involved, as well as the voting
history in Shareholders’ Meetings.
The remuneration policies adopted by Pirelli aim to ensure fair remuneration in line with the
individual’s contribution to the success of the Company, recognising the performance and quality of
the individual’s professional input.
The purpose is twofold: on the one hand to attract, retain and motivate employees, while on the other
to reward and promote conduct that is consistent with the corporate culture and values.
Compensation policies and processes for Group management (intended as the overall executives)
are managed by the Human Resources department, while for non-executive personnel they are
handled on an individual Country basis, albeit with centralised supervision.
Both Short Term Incentives (STI) and Long-Term Incentives (LTI), the Group’s sustainability
objectives are taken into account in the definition of the Remuneration Policy, in order to manage
the impacts on the economy, environment and people, including Human Rights. Management is the
holder of the annual Incentive Plan (Short Time Incentive - STI) linked to the achievement of annual
economic-financial and functional objectives, in addition to three sustainability objectives identified
in the “Eco & Safety Volumes” with a weight equal to 5% of the total, in the HSE Frequency Index
with a weight equal to 5% and in the “DE&I: Women in Management” with a weight equal to 5% of
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the total, the latter reserved only for Directors with special powers and/or offices, General Managers,
Executives with strategic responsibilities, and Senior Managers. In accordance with market best
practices, the impact of the (short- and medium-term) variable component on the aggregate
remuneration of each Group Manager is very high, signifying a close correlation between
remuneration and performance.
The Annual Incentive Plan (STI) provides, with a view to retention, that for General Managers,
Executives with Strategic Responsibility (ESR) and selected Senior Managers, a portion of the
accrued incentive equal to a minimum of 25% and a maximum of 50% is deferred for three years.
The relevant payment, together with a company matching component, is conditional on remaining in
the company at the end of that period.
For the rest of Management, the Plan provides for a deferred payment to the following year of a
portion (25%) of the annual incentive accrued, subject to the achievement of the STI targets for the
following year. In return for this deferral, it is envisaged that the portion to be returned will be equal
to the amount set aside, where the following year’s targets have been achieved between entry level
and target, or double the amount set aside, where these targets have been achieved at or above
target level.
The majority of Executives141 whose grade, determined using the Korn Ferry method, is equal to or
greater than 20142, in line with the variable remuneration mechanisms adopted at international level,
are also holders of a multi-year Incentive Plan (LTI), which is totally self-financed since the related
expenses are included in the economic data of the Industrial Plan. In 2023, as well as in 2022, a
Long-Term Incentive (LTI) cash plan was launched in line with market best practices, based on a
rolling mechanism, which does not provide for an ON/OFF access condition and with the following
targets:
Net Cash Flow of the Group (before dividends) with a weighting of 40%;
Total Shareholder Return (TSR) relative to a panel of competitors (TIER 1) with a weighting of
40%;
Positioning in the Dow Jones Sustainability Index World with a weighting of 10%;
CO2 emissions reduction with a weighting of 10%.
As regards the disclosure of remuneration paid during the year, as well as the ratios comparing
highest pay and average pay, the Policy, to which reference is made, follows CONSOB guidelines
and market best practices.
141 In particular, the LTI plan is intended for Senior Management (direct reports of the Executive Vice-President and CEO, i.e. first level
from the CEO) as well as the rest of the executive population (second level from the CEO) of grade >= 20, the latter representing
92.4% of the incentivised population.
142 Including all Executives from the second level from the CEO, who fulfil this requirement
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For updates and details on the Remuneration Policy and related sustainability indicators, refer to the
Governance section of the Pirelli website, “Remuneration” sub-section.
EMPLOYER BRANDING
In addition to disseminating the company principles and values, Employer Branding is also a valuable
tool to give visibility to job opportunities aimed at recent graduates and profiles with experience, not
only in the Italian market but globally. Considering the countries where Pirelli has a presence with
one or more production plants, numerous events, projects and meetings were organised in 2023,
where the Company promoted its own Employer Branding initiatives. These activities are carried out
also thanks to the network of contacts and partnerships with significant universities in the various
countries.
In Italy, Pirelli actively collaborates with Politecnico of Milan, Politecnico of Turin, Bocconi University,
UCSC Catholic University, University of Turin and University of Milan Bicocca. The latter are
universities that are located close to the Pirelli offices in Italy and the Company has always
considered them to be a benchmark for economic and engineering education of young people. With
these institutions, Pirelli organises Careers Days, round tables, Job Fairs and company
presentations, both physically and virtually.
Over the past few years, among other initiatives, Pirelli:
has set up a fund with Bocconi University called “Pirelli Women Awards” dedicated to supporting
the university career of deserving female students;
has developed a second-level university master’s degree “R&D Excellence Next”, conceived in
collaboration with the Politecnico of Milan, with the aim of training a new generation of innovation-
oriented researchers and designers capable of tackling the company’s strategic challenges;
has activated, in synergy with various universities and car manufacturers, a collaboration with
the MUNER association (Motorvehicle University of Emilia-Romagna), with the aim of attracting
and training the young automotive talents of the future.
Collaborations with various universities are also active at the international level. Among the most
recent initiatives worth mentioning is the partnership between Pirelli Romania and the Faculty of
Mechanics and Technology of the University of Pitesti, which has resulted in the design and
implementation of a Master’s degree in Tyres Technology.
Among the channels of Employer Branding used by Pirelli, the web plays an important role: on the
website www.pirelli.com, the Company provides a channel dedicated to those wishing to propose
their candidacy for specific open positions, as well as giving ample information on the company
history, management models adopted, objectives and results achieved. Targeted channels -
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including the most popular social media and university portals - are also chosen by Pirelli for the
publication of its job offers.
DEVELOPMENT
Performance Management
With the Performance Management process, Pirelli defines and evaluates the contribution of each
employee to the achievement of the company’s objectives in terms of results obtained and
behaviours acted upon. The process supports the definition and sharing of key indicators for the
realisation of the corporate strategy and represents an important opportunity for the professional
development and orientation of each individual.
A key element of the process is the transparent, open, and agile dialogue between the boss and the
employee, from the phase of sharing individual objectives to that of evaluating the results achieved
and the behaviours expressed in achieving them.
The main features of the process of management by objective are as follows:
the process and the platform are open all year, so as to better support the continuity of dialogue
between boss and employee and alignment on priorities;
the assessment is based on two dimensions: ‘what’ (results) and ‘how’ (behaviours expressed);
the key Behavoiurs, extended to the entire company population, are an expression and
representation of the company values contained in the Code of Ethics and are functional to the
achievement of the company’s strategic objectives. The Key Behavoiurs are: Accountability,
Teamwork and collaboration, Forward thinking, Agility, Cross-functional approach, Initiative and
drive;
the entire process is managed within a platform accessible from all company devices.
As usual in 2023, the process was accompanied by digital training resources focused on the
evaluation and feedback process.
The Performance Management process involves all staff worldwide (executives, middle managers
and white-collar workers) and in 20232 saw a redemption rate (that is, assessment sheets completed
compared to the total number of eligible people) equal to 99.9%, of which the redemption rate for
women and men was 99.9%. The percentages of completion by level are shown below:
Executives
Middle Managers
White-collar workers
98.5%
99.9%
99.9%
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In support of the quality of the performance evaluations, as part of the process Pirelli includes so-
called Calibration Meetings, i.e., meetings attended by the heads of the individual functions,
Business Units and Countries, with their respective first reports and the relevant Human Resources
managers. During these meetings, the assessments of the people belonging to a specific
organisational unit are put into common use with the aim of ensuring a shared and balanced
distribution of the evaluations, enrich the assessment by supplementing it with feedback
complementary to that of the manager and thus guarantee a process that is as coherent,
homogeneous, and objective as possible.
Talent Development
The Talent Development process aims to ensure business continuity by supporting the identification
and development of people with the potential to cover the positions of greater complexity, those who
already hold strategic positions and so-called critical know-how (that is, people with key skills that
are difficult to replace).
The Group’s population of talent and critical know-how is around 680 people. As far as talent is
specifically concerned, the average seniority within the company is 7 years; the strong international
connotation represented by as many as 26 nationalities is confirmed.
In 2023, the Talent Review process was supplemented with structured meetings attended by function
and Business Unit managers, with their respective first reports, and heads of reference Human
Resources, with the aim of facilitating the identification of targeted development paths and ensuring
a homogeneous and effective process within the Group.
During 2023, the management skills assessment programme continued, and the first global
mentoring programme dedicated to the youngest segment of the talent population was completed.
Each of the participants in the initiative, or mentees, was paired with a senior leader in the role of
mentor. Mentors and mentees were supported with some training sessions aimed at sharing
methodologies and tools to support the effectiveness of the programme. The main objectives of the
course, which will also be reactivated in 2024, were: the transfer of experience and vision between
current leaders and the next generation of leaders, the support for the professional development
goals of young talent, and the development of greater awareness of corporate culture and context.
The new Lead Beyond - Pirelli Global Managerial Programme was also introduced in 2023. The
programme consists of several modules, in-person and virtual, spread over six months and aims to
support participants in developing their managerial skills.
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TRAINING
All Pirelli affiliates have adopted the Learning@Pirelli training model, structured and equipped
system to respond to “Group” needs as well as any more specific needs that may emerge locally at
any time.
The Pirelli training offering is based on one hand on the strategic priorities of the organisation and
the different functions, and on the other on the needs that arise each year from the Performance
Management process, as well as the training needs that arise from the contingencies of the socio-
economic context.
In 2023, despite the variety of training topics covered, the focus on health and safety issues, IT
security awareness programmes and general professional upskilling activities, including those
required by the advancement of the company’s digital transformation process, is confirmed. The
content delivery modes are distributed between presence, virtual and online self-paced consistent
with the learning objectives of each initiative.
The four “pillars” on which the Pirelli training model is based are the Professional Academy, the
School of Management, Global Activities and Local Education. The first three are designed centrally
and provided centrally and/or locally, while Local Education is fully managed and implemented in the
individual countries to meet the specific local needs, a large part of which is dedicated to training
blue-collar workers.
PROFESSIONAL ACADEMIES
The Pirelli Professional Academies target the entire corporate population with the aim of providing
continuous technical-professional training, accompanying the development of specialist skills,
encouraging cross-functional collaboration, ensuring the exchange of expertise and know-how
among countries and supporting the implementation of tools and procedures within the organisation.
The Pirelli Academies are: R&D Product, Manufacturing, Commercial, Quality, Supply Chain,
Purchasing, Finance and Administration, Planning & Control, Human Resources, Digital and Health
Safety and Environment.
Despite the specificity of the individual training offerings, all Academies address a number of topics
of increasing relevance and across functions and process steps, including, for example,
sustainability, health and safety, IT and digitalisation of business processes.
The teaching staff of the Academy is mainly composed of internal trainers, experts from the specific
functions who, based on the training needs and logistical needs, provide training at central, regional
and local level. The Academy model envisages a function contact person leading each Academy,
supported by the Group Training function, which guarantees uniformity in the methods of setting up,
delivering and evaluating learning as well as ensuring liaison with local training teams. Pirelli
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Professional Academy trainers are identified and certified after an internal training process and are
periodically updated on the effectiveness of the training sessions they conduct.
Every year, the Professional Academies meet with both Top Management and local training
representatives with the objective of ensuring strategic alignment, sharing achievements and
defining the training priorities to focus on in the year.
Also in 2023, in cooperation with the Professional Academy referents, the activity of updating and
expanding the digital training offer continued, integrating content on transversal and generalist topics
from external providers, and in parallel realising in-house e-learning courses on highly specialised
Pirelli content. This two-pronged strategy has made possible the continuous enhancement of the
digital library, the content of which can be accessed at any time by all employees with access to the
Learning Lab platform, which is often suggested as a preparatory activity for participation in “live”
courses.
Also in 2023, thanks to the widely used virtual format, the Professional Academies managed to
involve a large number of foreign colleagues in the centrally organised training initiatives. One
example of this is the A DAY INTO programme, organised by each academy with the aim of providing
an overview of the main processes and targets of the individual functions, which in 2023 was
enhanced with a new module dedicated to sustainability issues.
With respect to the training programmes within the Professional Academy, here are some examples
of initiatives for employee development delivered in 2023.
The specialised master’s degree, designed and co-taught by Pirelli and the Politecnico of
Milan, was completed in May 2023 with the awarding of master’s degrees to the 34
participants, newly graduated engineers in the Research and Development function. During
the master’s course, which lasted a total of 18 months, the participants worked, supported
by both company and university tutors, on project work of relevance and interest to the
company, some of which are currently considered of strategic importance and are included
in the department’s portfolio of innovative projects. The training course not only met the
needs that dictated its genesis, such as highly specialised training and the development of
young researchers, but at the same time made it possible to develop project ideas that, if
entrusted to projects activated outside the programme, would have entailed an additional
investment estimated at around €300,000.
The upskilling training initiatives dedicated to professionals in the Logistics and Purchasing
functions continued on a global scale, aimed at providing the necessary tools and skills to
face business challenges, in line with the evolution of market demands and professional
trends. In particular, the upskilling initiative dedicated to the Supply Chain saw the renewal
in 2023 of the Supply Chain Essentials training course, which involved a group of young
colleagues of the function coming from different Pirelli offices and focused on Warehouse &
Distribution, Planning and Data Analytics. Thanks to the alternation of theoretical and
practical modules, during the training course the participants had the opportunity to
experiment with application exercises of corporate interest.
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Skills mapping for colleagues working in the Materials teams of all Pirelli sites was extended
on a global scale. The initiative, which had already begun in a pilot version the previous year
exclusively for the Italian perimeter, had the objective of mapping the level of oversight of
skills considered strategic to best respond to requests for development of new materials with
a view to sustainability and product performance. Through the analysis of the results, it will
be possible in the course of 2024 to structure a training programme aimed at guaranteeing a
professionalising update and providing new work tools and specialised skills.
In the Quality Academy area, the Six Sigma - Black Belt training course was launched,
realised in collaboration with an external training organisation and intended to train 17
colleagues from Operations, Quality and R&D functions in Six Sigma methodologies, to
support their role as continuous improvement agents in terms of process and know-how
within the company. Through a training course consisting of 14 classroom days spread
throughout the year and alternated with individual coaching sessions, the participants were
assigned specific projects of company interest, each sponsored by an internal manager and
on which they worked individually from the beginning of the course, being able to apply the
methodologies learnt during the training modules at the same time. The projects developed
by the participants were then displayed in front of the company’s top management and were
rewarded for their immediate applicability and for the important contributions they made in
terms of efficiency and continuous improvement. The course concluded with the passing of
an examination and the awarding of a Black Belt certificate. Among the projects of particular
note are three dedicated to reducing waste at various process stages. Thanks to the
advanced use of data from the machinery and the identification of root causes through the
application of methodologies learnt during the programme, the projects contributed to the
reduction of scraps resulting in an estimated economic saving of around €500,000.
PIRELLI SCHOOL OF MANAGEMENT
The School of Management comprises the training offering dedicated to the development of the
managerial culture within Pirelli and is aimed at the entire white-collar corporate population.
The focus of management training is oriented each year based on the business challenges that the
Company is required to face. The training model provides for a training offering consistent with the
six Key Behaviours identified in the global performance management system, to which a paragraph
is dedicated in this report. This also includes onboarding courses for new recruits and development
courses to support managerial roles.
In 2023, the traditional two-year Warming Up course, dedicated to all new Group graduates, involved
over 230 colleagues from 14 Group countries. Also in 2023, the path was inaugurated with a module
dedicated to strengthening interpersonal skills in multicultural contexts. During the course of the
year, the Warming Up course underwent an important change, returning to a predominantly face-to-
face format, especially for colleagues from locations with a significant number of participants. In
addition to the theory modules, on-site visits to laboratories, testing and experimentation facilities,
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the production plant and the logistics hub were organised. Colleagues connected virtually from
business locations also complemented the virtual experience with local in-person training
experiences.
As part of the School of Management’s offering, the traditional “Plunga” on boarding programme was
held in digital format for all new employees in the Pirelli group, involving some 380 colleagues from
24 different countries.
Also in 2023, the School of Management organised courses in English, with the aim of involving
more and more foreign colleagues in training programmes dedicated to key behaviour, soft skills and
managerial competences.
In 2023, the School of Management’s training offer was expanded, being enhanced with new training
proposals with the aim of providing further food for thought and continuous improvement on topics
considered highly topical and of growing relevance. In particular, the second half of the year saw the
introduction of courses aimed at providing tools and insights to actively contribute to the creation of
working environments that are more inclusive and capable of increasingly valuing individual
specificities, also favouring highly collaborative work processes. This is the genesis of new courses
dedicated to both bosses and employees, examples of which include “Inclusive Leadership”,
“Managing Unconscious Bias”, “Across and beyond Generations” and “Cross Cultural Collaboration”.
In 2023, a new training path was introduced under the title Lead Beyond, a management
development programme involving colleagues from various locations and functions of the group and
aimed at supporting them in their growth towards professional challenges of increasing complexity.
The programme consists of various modules, spread over a total period of 6 months, organised both
in virtual and face-to-face mode. Through the Lead Beyond programme, participants deepen their
knowledge of managerial contents, are updated on professional, geopolitical and macroeconomic
trends, and have the opportunity to reflect and share possible new opportunities for corporate
business evolution with an international and cross-functional pool of colleagues.
For the group’s new managers, the traditional annual “Developing Managerial Excellence” course
was also conducted in 2023.
GLOBAL ACTIVITIES
Global Activities include all training campaigns launched globally and designed to promote
awareness of corporate guidelines while respecting local diversity. Topics such as Information
Security and Inclusiveness were, among others, the focus of these activities.
In continuation of what had been started in previous years, during 2023 the international awareness-
raising and training campaign on Information Security issues was intensified, aimed at the entire
corporate population and, through dedicated modules, also at specific clusters of employees
involved in work processes considered to be most at risk. Training initiatives on information security
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issues covered more than 8,000 hours of training used by employees in Italy and abroad through
online training pills and live in-person and/or virtual training sessions.
In addition, the global awareness and training campaign on diversity, equity and inclusion issues
continued through the “Your DE&I Journey”, delivered in both Italian and English, and which in 2023
was further enriched with webinars dedicated to inclusive leadership, managing to involve a total of
over 560 colleagues from all over the world.
The skills training programme in the English language continued in 2023, which involved over 230
colleagues from different countries where Pirelli operates, who, distributed into subgroups,
participated in language training sessions sharing different views and perspectives.
LOCAL EDUCATION
The training provided at the local level responds to the specific training needs of the Pirelli affiliates
operating in the different countries and is addressed to the entire company population. A large part
of the training at the local level is represented by the training provided within the plants and mainly
dedicated to the continuous updating of the skills of departmental operators. Also within this cluster
are all the courses related to the implementation of new regulations or agreements.
In 2023, for example, in Italy, following the update of the Organisational Model, the entire population
was invited to complete the online course on Legislative Decree 231/2001 to prevent the risks of
offences under the decree. In the same year, the Italian population was also involved in the periodic
update on HSE issues, through training modules focused on safety culture, injury prevention and
ergonomics, delivered in innovative and engaging ways such as corporate theater.
With regard to the Italy perimeter, moreover, in 2023 through the two training campaigns entitled
‘Evolving Leadership’ and ‘New Working Styles’, more than 420 colleagues were trained on methods
and tools for effective management of new forms of work and collaboration.
Among the initiatives of a local nature conducted in the group’s various locations, we mention by
way of example the management training initiative conducted in Germany, the Product Awareness
and Anticorruption training campaigns conducted in Mexico in favour of staff, and the training course
on diversity, equity and inclusion issues conducted in the USA in favour of local management.
TRAINING ON SUSTAINABILITY AND CORPORATE GOVERNANCE
As part of the international programme “Plunga”, involving the Group’s new recruits, the focus -
including in the current virtual version - on the Group’s Sustainable Management strategy is
confirmed, starting from the multi-stakeholder approach contextualised in the integrated economic,
environmental and social management.
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Training on the Pirelli Model also draws the attention of new recruits to Group Sustainability Policies
and related commitments in terms of ethics, anti-corruption, Diversity, Equity and Inclusion, Human
Rights, Health and Safety, and the Environment.
Pirelli’s Professional Academies, in turn, delve deeply into all areas of sustainable management,
e.g., product life cycle or sustainable supply chain management.
An important novelty in 2023 was the introduction of a series of training activities on HSE, health and
safety and resource management (water and waste), product sustainability, Climate Change and
energy saving.
Specific training campaigns are also promoted during the year on topical or particularly relevant
issues; this includes the aforementioned Diversity, Equity and Inclusion Training campaign and
Human Rights Training, which in 2023 also involved the supply chain.
STATISTICS ON PIRELLI TRAINING
Total training provided in 2023 was 7.4 average training days per capita, in line with the 2022 figure.
This figure confirms the centrality of training in Pirelli’s culture.
The high investment in training in 2023 involved women and men equally.
TRAINING DAYS AVERAGE BY EMPLOYEES
GROUP
FEMALE
7,4
MALE
7,5
BLUE COLLARS
CADRES- STAFF
EXECUTIVES
8,2
4,5
2,4
7,4
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In terms of coverage, 97% of employees (considering the average workforce of the year) participated
in at least one training activity lasting one hour or more during the year.
The investments made for the various categories of the company population (blue-collar workers,
middle management and white-collar workers, and executives) are balanced in proportion to the
overall training strategies: the strong focus on manufacturing improvement processes in addition to
the usual attention to health and safety issues, particularly significant in 2023, explain the larger
investments on the blue-collar worker population.
Considering the white-collar population, among the training activities provided in Professional
Academies, the prevalence of training initiatives in Quality and Product is confirmed.
Health, Safety and Environment topics accounted for 26% of the total training, up from 19% in the
previous year.
LISTENING & ENGAGEMENT
Pirelli has for many years used the climate survey tool for actively listening to its employees around
the world, on the basis of which it can set up group and local improvement plans.
Since 2022, the survey was rebranded, replacing the old name “My Voice” - which referred to the
centrality of the employee’s voice - with the new name “NEXTOYOU” - and revised in terms of
content in order to better focus it on the specific areas of the new post-pandemic employee
experience.
Central to Pirelli’s climate survey model is the Sustainable Engagement index, which captures
people’s active engagement as well as other additional elements, such as Energy and
Empowerment, also predictive of how sustainable engagement is over time. This model is based on
the assumption that when a work environment enables individual performance, supports people’s
well-being, and employees are engaged, the engagement itself is more likely to last over time leading
to positive business results in the long run. The index consists of 5 questions.
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The climate survey was delivered globally in two phases, one dedicated to the global staff population
launched and consolidated during 2022, and one dedicated to the global blue-collar population,
launched in 2023.
As for the Staff population globally, it was recorded by collecting a global participation rate of 79%,
and a global diel Sustainable Engagement index-equal to 80% (up 4 points from the previous survey
figure). This means that “total favourable” responses, i.e., ratings 4 and 5 on a pentenary scale of
agreement (1-total disagreement to 5-total agreement) were 80%. The goal is to maintain
Sustainable Engagement at consistently high values above 80% in the next editions of the survey
as well.
Particular importance was given in this survey to the Wellbeing dimension: the category within the
questionnaire devoted to these issues (which included Health&Safety, Work-life balance, Stress
level, Teamwork and Working support), received an overall global score of 82%. “Welfare & Benefits”
also turns out to be the most commented category overall in the final open question “What do you
value most about working here?” with 35% of comments globally and 41% in Italy, a sign that this
area represents a strength of our company, particularly appreciated by employees.
The results of the survey were reported during 2023 at both the global and individual country levels,
and specific improvement actions were identified and implemented, as usual, with respect to the
areas of focus identified by the survey.
Regarding the blue-collar population globally, a participation rate of 74% was recorded, with the
Sustainable Engagement index being 85%overall, a full 9 percentage points above the result of the
previous survey.
In addition to Sustainable Engagement, the questionnaire also explores employee satisfaction
through the following dimensions of the employee experience: HSE, Empowerment, Welfare &
Benefit, People Relationship, Quality, Social Responsibility, Diversity & Inclusion and Leadership.
Two final open questions were also included to collect free comments.
Also in the questionnaire template for blue collar workers, the Wellbeing dimension was present in
two dedicated and distinct categories. The first, “Welfare & Benefit”, was designed to investigate the
extent to which people believe the company implements wellness initiatives that promote the
adoption of healthy lifestyles, as well as to gather people’s feedback on the benefit programmes
implemented by Pirelli in the various local realities. The second, the physical wellbeing dimension,
aimed at investigating how pleasant and functional as well as safe working environments are
perceived to be, was included in a category dedicated to investigating specific perceptions on health,
safety and environmental issues. Obviously, this working environment dimension is particularly
linked to the specific realities of each factory and varies greatly from plant to plant.
This very appreciable and positive Sustainable Engagement result is well above the benchmarks for
equivalent surveys carried out in companies in the manufacturing sector, as certified by the
international external company specialising in this field and which supported the company in these
survey activities in all countries.
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The overall figure for Sustainable Engagement annually consolidates the results of the current and
previous year in a weighted manner: for example, in 2023 the results of the 2022 staff and 2023
blue-collar surveys are consolidated, in 2024 the results of the 2024 staff and 2023 blue-collar
surveys are consolidated, and thereafter for subsequent years.
The listening campaigns are therefore carried out biannually, for Staff in even years (2024-2026-
2028 and onwards) and for workers in odd years (2025-2027-2029 and onwards). The biannual
periodicity is necessary for Affiliates to finalise and implement an action plan specific to their reality
based on the results of the previous survey.
GLOBAL
RESPONSE
RATE
GLOBAL
SUSTAINABLE
ENGAGEMENT
SCORE
GLOBAL SURVEY WHITE-COLLAR 2022
LOCAL SURVEYS BLUE-COLLAR 2023143
GLOBAL SURVEY OVERALL SUSTAINABLE ENGAGEMENT SCORE
All data released and validated by the third-party company that operated the survey for Pirelli.
79%
74%
75%
80%
85%
83%
The fact that sustainable engagement is higher among the blue-collar population than among the
Staff population is a trend that runs counter to what is usually found in this type of survey, even in
the context of similar industrial realities, and reveals some characteristic traits of Pirelli’s corporate
culture. In particular, pride and a sense of belonging, as well as great confidence in the company’s
choices and the high quality of its products, are the main elements common to all surveys conducted
in all countries, demonstrating how these are now common traits of the company throughout the
world.
Moreover, the company’s ability to respect diversity, particularly ethnic, religious and disability-
related diversity, is highly appreciated globally, with both phases ranking at the top of responses with
higher absolute scores.
WELFARE AND INITIATIVES FOR THE INTERNAL COMMUNITY
Since years Pirelli has introduced the organisational figure of the “Group Welfare Manager”, who is
entrusted with the supervision of welfare activities, jointly with the many central and local functions
concerned, including Health and Safety at Work, Industrial Relations, Sustainability, Human
Resources.
The welfare initiatives that Pirelli offers to its employees vary from country to country, in accordance
with the specific regulatory, social and cultural environments in which the affiliates operate. In any
case, they have been implementing the shared guidelines at Group level since 2016, so that all the
143 Excluding the plant in Bollate, Italy, which will conduct the survey in 2024.
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offices of the world are progressively committed to locally adopting activities, tools and welfare
processes aimed at creating collaborative environments and ensuring adequate support for the
needs of a personal life.
Welfare activities activated at Pirelli affiliates around the world are attributable to four macro areas
of action:
health, lifestyle and wellbeing (e.g. health care, information and awareness campaigns, specific
initiatives to improve the well-being of employees);
family support (e.g. company-integrated parental leave, scholarships and summer camps for
employees’ children, inter-company crèches and specific activities to support parents);
free time (e.g. open days, sports and cultural initiatives, online portals of products and services
with important conventions and discounts for employees);
working life and working environments (e.g. flexible working hours, individual development
training, cultural growth and group celebrations).
The post-pandemic period has further confirmed the centrality of people’s all-round well-being as a
qualifying constituent element of the relationship between people and the company, and a generator,
like other factors, of motivation and engagement, as well as a strategic lever for attracting and
retaining people. Many actions undertaken over the past two years have been confirmed and
strengthened. By way of example, we mention the main activities in the various affiliates of the group:
online courses dedicated to promoting physical well-being, sports activity and a “healthy lifestyle”,
such as yoga, pilates, total body workout, mindfulness and - wellness training courses.
In addition, various programs such as the support desk for caregivers and family problems, courses
for new parents and caregivers, actions to support work from home have been activated to support
better work-life balance management.
In recent years, the company has also increased coordination on the activities of the affiliates,
soliciting exchanges and discussions between welfare managers on the topics of employee
wellbeing and engagement through periodic international workshops focused on the priorities
identified each year at Headquarters as common areas of work at Group level.
In 2023, the topics indicated as priorities for Group countries were mental wellbeing, parenting and
initiatives to promote diversity and inclusion.
On the subject of mental well-being, particularly on Mental Health Day (10 October), countries
organised local initiatives to raise awareness and provide information on the subject. By way of
example, we mention the initiatives of:
Italy: webinar on the recognition and prevention of emotional and psychological distress and
empowerment course for caregivers to support their resilience;
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Mexico “Mental Health Week 2023” with various initiatives during October aimed at
employees (webinars, distribution of mental health kits, information posters);
Singapore: sending a series of e-mails to employees on the topic of mental health in October
to raise awareness of the issue;
Brazil: continuation of the “Plenamente” programme dedicated to mental health.
It should also be noted that some countries have progressively introduced, over the past few years,
dedicated listening areas for employees, to whom they can turn for individual problems and be
supported by specialists in order to preserve their psycho-emotional well-being (Argentina,
Germany, Russia, Mexico, Brazil).
Regarding parenting, Pirelli has always supported its employees’ childcare commitments through
periods of paid maternity and parental leave even beyond what is provided for by local regulations;
specifically, as of 2023, all Pirelli industrial countries recognise at least 14 weeks of fully paid
maternity leave independent of local laws. In addition, in many countries Pirelli recognises at least
10 days of mandatory fully paid leave for non-primary caregivers. In addition to this in industrial
countries: additional paid leave for special family needs, including accompaniment to medical
appointments, school placements, specific programmes to support parenting, such as facilities or
contributions for access to nurseries, merit scholarships, part-time for specific needs, training
courses for new parents.
To further support new mothers when they return from maternity leave, where required, in addition
to the breastfeeding breaks provided by local regulations, Pirelli is going to set up a “lactation room”.
With reference to the new 2023 initiatives in support of parenting, the following initiatives are
mentioned as examples and not exhaustive:
(Italy)
Financial supplement by the company for the first 3 months of optional parental leave (in to
reach 100% of their salary);
a childbirth welfare credit of €500 for employees who have had or adopted a child in the previous
calendar year, which can be used through the People Care portal;
the possibility of working in “full-remote” mode for pregnant women who continue working in the
eighth and ninth months of pregnancy;
up to 3 days/year of paid leave for the placement of one’s own child in a nursery or pre-school;
two additional days of working from home per month for parents of children under 14 (from 8
days/month to 10 days/month), this provision has been active since 2022.
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(USA)
Increase in paid maternity leave from 6 to 14 weeks;
increase from 3 to 10 days of paternity/parental leave.
(Romania)
New training course for new fathers to promote shared parenting.
(Brazil)
Increase of paid maternity leave to 6 months and paid paternity leave to 20 days;
possibility for new fathers to work ‘full-remote’ until the child is three months old;
more flexibility in terms of ‘remote working’ for new parents until the child’s first birthday in
agreement with their manager.
In the area of engagement initiatives, at the affiliates there are many initiatives such as Pirelli
employee sport teams and awards for those people who have particularly distinguished themselves
in the year.
Lastly, to improve work-life balance and offer employees a greater degree of flexibility, remote and
flexible working arrangements between the social partners were formalised in the last two years in
most of the countries where Pirelli operates, for example Italy, Germany, Brazil and USA. By way of
example, we mention the Working from home Regulations, in place as of October 2022 for
employees at the Bicocca Headquarters. The new regulation provides for 8 days/month of working
from home, raised to 10 days/month for parents of children under 14, plus 4 days/year. In addition,
with a view to fostering a better work-life balance, a new hour flexibility was introduced on a voluntary
basis.
INDUSTRIAL RELATIONS
The “Industrial Relations” policy adopted by the Group is based on respect for constructive dialogue,
fairness and roles. Relations and negotiations with trade unions are managed locally by each affiliate
in accordance with the laws, national and/or company-level collective bargaining agreements, and
the prevailing customs and practices in each country.
At this local level, these activities are supported by the central departments, which coordinate the
activities and ensure that the aforementioned principles are observed throughout the Group.
Industrial Relations also have an active role in the Group’s commitment in terms of health and safety,
with equally active participation on the part of the union and workers. In fact, 79.6% (an almost
constant percentage over the three-year period 2021-2023) of the Group’s employees are covered
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by representative bodies that periodically, with the Company, monitor and address the current issues
and awareness and intervention plans/programmes aimed at the improvement of the activities
carried out to safeguard the health and safety of employees.
In compliance with the principle of constructive and timely dialogue with employees, and with the
commitment to reduce social impacts, in all cases of corporate reorganisation and restructuring,
workers and their representatives are informed in advance, with deadlines that vary from Country to
Country in full compliance with local legislation, current collective agreements and trade union
agreements.
During 2023, there were no rationalisation and/or restructuring operations. In the case of
rationalisation or organisational restructuring of the employment level, the company uses tools to
minimise the social impact in full compliance with local legislation, current collective agreements and
trade union agreements.
The Company proceeded in the year 2023 with the renewal of the collective agreements expiring in
Italy, Brazil, Argentina, Mexico and Romania.
EUROPEAN WORKS COUNCIL (EWC)
The Pirelli European Works Council (EWC), formed in 1998, holds its ordinary meeting once a year
after presentation of the Group Annual Financial Report, where it is informed about the operating
performance, operating and financial forecasts, investments made and planned, research progress
and other matters concerning the Group.
The agreement establishing the EWC provides for the possibility of holding other extraordinary
meetings to fulfil the information requirements of delegates, in light of transnational events
concerning significant changes to the corporate structure: opening, restructuring or closing of
premises, important and widespread changes in work organisation. EWC delegates are provided
with the IT tools they need to perform their duties and a connection to the corporate Intranet system,
for the real-time communication of official Company press releases.
COMPLIANCE WITH LEGISLATIVE-CONTRACTUAL REQUIREMENTS ON OVERTIME, REST
PERIODS, ASSOCIATION AND BARGAINING, EQUAL OPPORTUNITIES AND NON-
DISCRIMINATION, PROHIBITION OF CHILD AND FORCED LABOUR
Pirelli’s commitment to Fundamental Labour Rights is dealt with extensively in the Group “Global
Human Rights” Policy, which describes the management model adopted by the Company in respect
of core Rights and Values such as occupational health and safety, non-discrimination, freedom of
association, refusal of child and forced labour (firmly condemning the trafficking in and exploitation
of human beings in any form), guarantee of decent work conditions in economic terms and of
sustainable working hours, protection of rights and values of local communities, refusal of any form
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of corruption and protection of privacy. The Policy specifies its application to the supply chain.
Further references can be found in the “Values and Code of Ethics”, the “Human Rights” Policy, the
“Diversity, Equity & Inclusion” Policy, the “Global Health, Safety and Environment” Policy, and the
“Privacy” Policy.
All the aforementioned Policies are public and have been communicated in the local language to
employees.
Moreover, from 2004 Pirelli has adopted by the requirements of Standard SA8000® as a reference
tool for managing Social Responsibility at its Affiliates and along the supply chain.
The Pirelli approach has always promoted compliance with all legal and/or contractual requirements
concerning working hours, the use of overtime and the right to regular days of rest. These
requirements are often the subject of agreements with trade unions, in line with the regulatory
situation in each country. The use of all holiday days, as a right of every worker, does not have any
restrictions and the period is generally agreed between employee and Company.
In addition to the trade union dialogue and coordination between the Headquarters and local
functions, Pirelli verifies the application of the provisions on the respect of human and labour rights
to its affiliates through periodic audits performed by the Internal Audit function, in compliance with a
three-year auditing plan. Normally every audit is carried out by two auditors and takes around three
weeks on-site. The Internal Audit Team received training on the environmental, social, labour and
business ethics elements of an audit from central function directors to enable them to carry out an
effective, clear and structured audit, granting Pirelli effective control over all aspects of sustainability.
Based on the results of these audits, an action plan is agreed between the local managers and
central management, with precise implementation dates and responsibilities and follow-up
verification.
The auditors carry out verifications on the basis of a checklist of sustainability parameters deriving
from the SA8000® Standard and the Pirelli Policies mentioned above. All managers from the
affiliates involved in the audits are adequately trained and informed on the audit purpose and
procedures by the applicable central functions, in particular Sustainability, Purchasing, Health,
Safety and Environment, Industrial Relations, and Compliance.
The non-conformities that emerged as a result of the audits performed in 2023 were the subject of
the action plans agreed between the local managers and central management and will be subject to
follow-ups by the Internal Audit Department. It should be noted that in 2023 none of the audits
revealed any breach of ILO Core Labour Standards, with specific reference to forced labour or child
labour, freedom of association and bargaining, and discrimination. As a result, it was not necessary
to establish remedial plans and associated corrective actions.
In 2022, the Human Rights Risk Assessment (HRRA) was updated to identify the geographical areas
and production categories most at risk of human rights violations. The assessment was conducted
in line with the Company’s Enterprise Risk Management (ERM) model and allowed the identification
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of subsidiaries and suppliers on which to intervene as a priority through the most appropriate
mitigation and prevention actions.
For the results of the Risk Assessment and the planned mitigation actions, please refer to what is
reported in detail in the section “Respect for Human Rights”.
Likewise, please refer to the sections on “Diversity, Equity and Inclusion” and “Our Suppliers” for a
detailed account of the related Governance, and management, activity and performance Model.
LABOUR AND SOCIAL SECURITY LAWSUITS
In 2023, as in previous years, the level of work and social security litigation at Group level remained
low. The level of litigation remains high in Brazil, representing more than 75% of all the cases in the
entire Group. Labour lawsuits are extremely common in this country and depend on the peculiarities
of the local culture. As such, they affect not only Pirelli but also other multinational companies
operating there. Labour lawsuits are generally initiated when an employment contract is terminated,
and they usually involve the interpretation of regulatory and contractual issues that have long been
controversial. The Company has made a major commitment to prevent and resolve these conflicts
– to the extent possible – including through settlement procedures.
UNIONISATION LEVELS AND INDUSTRIAL ACTION
It is impossible to measure the precise percentage of union membership at Group companies, since
this information is not legitimately available in all countries where Pirelli has a presence.
However, it is estimated that more than 50% of Pirelli employees are members of a trade union. As
to the percentage of workers covered by collective agreement, in 2023 it stood at 79.6% (aligned
with the figure for 2022). This figure is associated with the historical, regulatory and cultural
differences between each country.
Even in situations without a collective agreement, the company operates in full compliance with
group policies and local regulations and freedom of association.
SUPPLEMENTARY PENSION PLANS, SUPPLEMENTARY HEALTH PLANS AND OTHER
SOCIAL BENEFITS
The Group has defined contribution and defined benefit funds, with a substantial prevalence of the
former kind over the latter. To date, the only defined benefit plans are:
in the United Kingdom, where the fund relating to the tyre business has been closed to new
employees since 2001 for the introduction of a defined contribution scheme (and closed to future
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accumulations for all active employees as at 1 April 2010), while the funds related to the cable
business sold in 2005 were closed to future accumulations in the same year;
in the United States, where the fund was closed in 2001 (since 2003, it has not been tied to
salary increases) for the introduction of a contribution scheme (and only applies to retired
employees);
in Germany, where the fund was closed to new hires from 1982.
Other defined benefit plans exist in Holland and Sweden, but they represent a relatively insignificant
liability for the Group.
The Group also maintains various supplemental Company medical benefit plans at its affiliates
according to local requirements. These healthcare schemes vary from country to country in terms of
allocation levels and the types of coverage provided. The plans are managed by insurance
companies or funds created ad hoc, in which the Company participates by paying a fixed amount as
is done in Italy, or an insurance premium as is done in Brazil and the United States. For the
economic-equity measurement of the above benefits, reference is made to the Consolidated
Financial Statements, notes “Employee funds” and “Personnel Costs” within this Annual Report.
The social benefits recognised by Pirelli in favour of employees (including life insurance,
invalidity/disability insurance and additional parental leave) are generally granted to all employees,
regardless of the type of permanent, fixed-time or part-time contract, in compliance with company
policies and local union agreements.
OCCUPATIONAL HEALTH, SAFETY AND HYGIENE
MODEL
Pirelli’s approach to responsible management of occupational health, safety and hygiene is based
on the principles and commitments expressed in “The Values and Ethical Code” of the Group, in the
“Health, Safety and Environment Policy” in the “Global Human Rights Policy” and in the “Quality
Policy”, in accordance with the Sustainability Model envisaged by the Global Compact of the United
Nations, with the “Declaration of the International Labour Organization on fundamental Principles
and rights at Work” and with the “Universal Declaration of Human Rights” of the United Nations. The
reference tool since 2004 is also the SA8000® standard.
In particular, the “Health, Safety and Environment Policy”, updated in 2023, makes explicit and
confirms Pirelli’s commitment to:
manage its activities in the field of occupational health and safety protection in full compliance
with the applicable international, national and local regulations on the subject and with all the
voluntary commitments entered into, as well as in accordance with the most qualified
international management standards;
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pursuing the objectives of “zero accidents” and “no harm to persons” in healthy and safe working
environments, through the continuous identification, assessment, prevention and protection
from occupational health and safety risks, the timely removal of potential causes of accidents,
and the implementation of staff health surveillance plans in relation to specific tasks;
support the development of programmes to improve psycho-physical well-being and work-life
balance;
promote consultation and participation of workers and their representatives in matters of health
and safety at work;
develop and implement emergency management programmes to prevent harm to people and
the environment in the event of accidents;
define, monitor and communicate to its Stakeholders specific objectives of continuous
improvement of health and safety at work;
empower, train and motivate its workers to work safely, involving all levels of the organisation in
a continuous programme of training and information, aimed at promoting an occupational health
and safety culture and ensuring that the company’s responsibilities and procedures in these
areas are appropriately updated, communicated and understood;
actively collaborate at national and international level with institutional, academic, non-
governmental, industry bodies concerned with the regulation, study and sustainable
management of occupational health and safety issues;
requires its suppliers to implement an occupational health and safety management model at
their sites and along their supply chain in compliance with international standards and the laws
and regulations of the countries where they operate;
make available to all its Stakeholders a channel (the “Whistleblowing Policy” published on
Pirelli’s website) dedicated to reporting, even anonymously, of any situations that constitute or
may constitute a risk for the protection of the health, safety and well-being of people (reference
is made to the section “Whistleblowing Policy” of this Report for an outline of reports received in
the last three years, none of which regarding health and safety).
All the Documents mentioned above are communicated to Group employees in their local languages
and are published in the Sustainability section of the Pirelli website, which should be consulted for
full display of the content.
GOVERNANCE AND RISK MANAGEMENT
The Top Management of Pirelli, supported by the Health, Safety and Environment functions and with
the involvement of the functions involved in various ways (including but not limited to the Human
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Resources, Research & Development, Sustainability, Purchasing, Quality, Manufacturing,
Enterprise Risk Management functions) plays a strategic role in the full implementation of this Policy,
ensuring the involvement of all Pirelli’s workers and collaborators so that they express behaviour
consistent with the values contained herein.
Plans and results are approved by the Board of Directors as well as the reporting in the Annual
Report.
In addition to the role of Top Management, the above-mentioned functions and the Board of
Directors, the Health and Safety Governance provides for:
business review meetings at local, regional and global level, which are held monthly and have
health and safety issues, performance and improvement programmes at the top of the agenda,
in order to ensure continuous comparison and monitoring. These meetings involve the cross-
sectional sharing of information and include the participation of the Human Resources, Health
and Safety functions and Top Management on several levels (local, regional and global);
the work of the Central Safety Committee, set up at each site and composed of the heads of
functions including Human Resources, Health, Safety and Environment, and of which the Plant
Manager is the coordinator. This Committee, which meets at least quarterly, analyses health
and safety issues, directs the actions and governs their progress. In a co-ordinated manner,
various thematic sub-committees are also established, which carry out continuous work in
relation to the characteristic themes of the site;
the involvement of workers’ representatives, at the intervals provided for by legislation, collective
bargaining and specific requirements, in Health & Safety Committees at each site with the aim
of illustrating, on the basis of the Health and Safety Management System, the activities carried
out and those planned and to provide the results of workplace risk assessments.
Specific procedures for the identification, mitigation and management of health and safety risks
are developed in accordance with international standards and reference norms that are applied and
translated at each site, integrating compliance with local regulations. The procedures, also
developed with the cooperation of the relevant functions, systematically define the requirements for
risk analysis, risk management methods, and design requirements to ensure that hazards are
reduced at source. Preventive analysis and release processes on new projects are implemented to
ensure risk management at all stages of development and implementation of new machines and
plants. Such approaches allow the implementation of risk elimination and reduction logics in priority
to the mitigation and containment strategies implemented in any case. Procedures are reviewed and
updated in the event of regulatory changes, technological or process changes and following the
analysis of incidents.
Risk analysis allows the identification of priorities and leads to the definition of risk reduction
programmes, actions and targets pursued at each site level, whose implementation and
effectiveness are monitored by the specific Central Safety Committees set up at each site. Plans are
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also defined to respond to emergency situations, which are periodically the subject of specific drills
involving all workers. The Management Model also makes use of internal inspections.
Preventive analysis and release processes on new projects are also implemented to ensure risk
management at all stages of development and implementation of new machines and plants. Such
approaches allow the implementation of risk elimination and reduction logics in priority to the
mitigation and containment strategies implemented in any case. Procedures are reviewed and
updated in the event of regulatory changes, technological or process changes and following the
analysis of incidents.
With reference to the supply chain, specific Health and Safety in the Workplace management
criteria are applied to all suppliers and are detailed in Article 2.7 of the Pirelli Suppliers’ Code of
Conduct, which is published on the company website and forms an integral part of purchasing
contract clauses, as extensively described in the section ‘Our Suppliers’, to which please refer for
more details.
The management of safety in supplier activities on sites is governed by procedures specifying
requirements for coordination, prior risk analysis and work authorisation.
With reference to the materials purchased, Pirelli applies stringent safety and acceptability
requirements to raw materials, services and equipment, including these requirements in the
contractual provisions.
Pirelli applies and supports the technical indications for a development model based on sustainable
chemistry provided by the Organisation for Economic Co-operation and Development (OECD).
Sustainable chemistry is a scientific concept that aims to improve the efficiency with which natural
resources are used to meet human needs for chemical products and services. Sustainable chemistry
encompasses the design, production and use of chemical products and processes that are efficient,
effective, safe and more environmentally friendly’. All chemical substances and products used are
subject to prior HSE assessment (see section “ESG elements in the procurement process” of this
report).
As a matter of policy, compounds and tyres are produced by Pirelli without the use of so-called.
SVHCs (Substances of Very High Concern), i.e. those substances that give rise to high concern for
their potential effects on human health and/or the environment.
Furthermore, Pirelli in its production does not use any substance falling into the internationally
recognised category of POPs (Persistent Organic Pollutants) as defined by the Stockholm
Convention, nor does it use mercury and its derivatives as defined by the Minimata Convention.
Pirelli requires 100% declaration of all substances contained in all products delivered to Pirelli.
Based on international standards and regulations, Suppliers must properly identify hazardous
substances and chemical mixtures and communicate them to Pirelli, also ensuring that they are
handled, used, transported, stored, recycled and disposed of safely. Suppliers are required to
educate and train employees and material suppliers on the health, safety and environmental aspects
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of hazardous materials through the tools and documents required by the above international
standards and regulations.
In order to promote social responsibility and business ethics in the management of materials, Pirelli
requires its suppliers of materials and substances to go beyond compliance with legal provisions by
adopting best manufacturing practices and addressing their potential environmental, health and
safety issues as required by the highest internationally recognised standards and regulations.
MANAGEMENT SYSTEM
Pirelli has voluntarily adopted an occupational health and safety management system, structured
and certified according to the ISO 45001:2018 Standard, both at headquarters and at all Group
production sites. All certificates are issued with ANAB international accreditation (ANSI-ASQ
National Accreditation Board - US accrediting body). The occupational safety management system,
applied without exclusion to all processes and activities at each production site, has been developed
in accordance with procedures and guidelines drawn up centrally in order to consolidate a “common
language” that guarantees sharing, alignment and management effectiveness across the Group.
The development and continuous improvement of the management system is conducted both
centrally and locally by the internal Health & Safety functions with the involvement of all relevant
functions. Improvement is based on the continuous application of cycles of action planning,
programme implementation, verification of results and, on the basis of these, implementation of
improvement. In particular, in line with the provisions of the management system, Pirelli carries out
hazard and risk assessments in order to identify what could cause damage to health and safety in
the workplace, with subsequent prioritisation and related targets integrated into action plans.
Similarly, actions in preparation and response to emergencies are defined. Progress in terms of
prevention and reduction of health and safety impacts against the actions and plans undertaken and
targets set is evaluated and measured. Internal inspections are also performed.
In 2023, the coverage of the safety management system (certified according to ISO Standard
45001:2018) and subject to internal and third-party audits is as follows:
COVERAGE OF THE MANAGEMENT SYSTEM
Employees
Number of workers covered by management system
Percentage of workers covered by management system compared to total number of workers
27,357
88%
Agency
workers
28
60%
100% of the contractors working at Pirelli sites are covered by the Pirelli HSE management system
(all production sites are ISO 45001 certified).
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SAFETY CULTURE AND TRAINING
The “Zero Accidents Objective” represents a precise and strong corporate position. From an
industrial point of view, this objective is pursued through investments aimed at technical
improvement of work conditions, while constantly insisting on the cultural and behavioural aspect of
all Company players. This approach, together with the involvement and continuous internal dialogue
between management and workers, has led over time to a sharp decline in injury rates.
In the pursuit of this goal of zero accidents, through a path of continuous improvement and constant
prevention, all leaders are involved and given responsibility and a trend to improve the accident
frequency index to pursue through action plans within their sites.
To support the model, in 2013 the company signed an agreement with DuPont Sustainable Solutions
for the global implementation of the “Excellence in Safety” programme. The Programme began in
2014 and is being gradually extended to all Group production sites. In 2022, the programme was
expanded by adding an in-depth focus on risk assessment with a related campaign of site
assessments concluded in the first half of 2023.
The most relevant areas of Intervention of the “Excellence in Safety” programme are related to
improving safety governance, clarity of tasks and roles, empowerment of all workers, improving
communication in the organisation, sharing of objectives, motivation with respect to a common
strategy: all of these are substantial issues for a work environment that is appropriate and
stimulating, where workers feel involved and valued in safety management. Through information,
communication and training actions, everyone is encouraged to report any anomaly and/or unsafe
condition in order to encourage participation in continuous improvement and the removal of any
potential cause of accidents. All reports as well as actual or potential incidents are handled according
to specific procedures aimed at analysing the causes and defining corrective and risk mitigation
actions, involving all functions.
In turn, Training is an essential tool to support the Group’s culture of safety at work and its Zero
Accidents objective.
25.8% of the total training provided by Pirelli in 2023 concerned occupational health and safety
issues. Each site designs, plans and delivers safety training with regard to the specific risks present,
particular needs for updating and fulfilling regulatory obligations, trends in accident indicators and
changes in site activities and processes. The characteristic topics of this training covered general
safety concepts including obligations, responsibilities and protection concepts, the treatment of all
work hazards present at the site, safety operating procedures, life-saving rules (golden rules),
emergency procedures, and accident reporting and management procedures.
In addition to safety training offered locally at every Pirelli location, special mention should be made
of Group activities and projects, which simultaneously target several Countries and which allow an
alignment of culture and vision, fully benefiting pursuit of the Company’s own improvement targets.
In this regard, in 2023 the HSE Academy was born, the Pirelli Professional Academy dedicated to
the in-depth study of HSE topics and aimed at all countries. In support of machinery safety
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processes, a training course has been extended to a population of factory operators, with related
certification for over 30 certified machinery safety experts.
The dissemination of Safety Culture was also supported by an IT portal for sharing material
information (performance, safety alerts) and by analysing significant events through the traditional
channels of internal communication.
On the occasion of the World Day for Health and Safety at Work (28 April 2023), promoted by the
International Labour Organisation (ILO), Pirelli launched a new global communication campaign,
“Safety is our value” in which people and safe behaviour are the protagonists. The campaign was
promoted through an institutional video by top management and the material was disseminated on
all Group sites translated into local languages.
All Pirelli production sites are served by occupational first aid and medicine units with free access by
employees managed by specialised medical and/or paramedical personnel with autonomous
management (guaranteeing privacy) of the doctor-patient relationship. These services work in
coordination with safety and emergency management to provide the necessary support for general
risk prevention actions and ensure the necessary health surveillance to protect workers. These
garrisons do not only focus on occupational medicine issues but also offer health care to all
personnel in compliance with local regulations.
MONITORING OF HEALTH AND SAFETY PERFORMANCE AND MAIN INDICATORS
Alongside establishing specific guidelines and procedures for implementing management systems,
Pirelli uses the web-based Health, Safety and Environment Data Management (HSE-DM) system,
elaborated and managed centrally by the Health, Safety and Environment Department. This system
makes it possible to monitor performance relative to accidents and illnesses and prepare numerous
types of reports as necessary for management or operating purposes.
The HSE-DM system collects all the information related to accidents and to the particular situations
that occurred in factories, assembly units, sales centres and warehouses directly managed by Pirelli,
including the different categories of workers (internal and external workers operating at Pirelli sites).
According to the Procedure, when an incident occurs, the site where it occurred immediately carries
out an “Incident Investigation” to search for root causes and the immediate implementation of
countermeasures to eliminate the element of risk and/or that caused the incident. At the same time,
all establishments have access to information on the most significant accidents or near miss es and
receive a Safety Alert from the HSE-DM system, against which they conduct an internal analysis to
verify whether conditions similar to those that led to the accident exist, so that, if necessary,
appropriate preventive and corrective actions can be implemented.
The performances reported below are for the three-year period 2021-2023 and cover the same
perimeter of the Group’s consolidation.
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In March 2021 Pirelli presented the 2021-2022 Industrial Plan with Vision 2025 indicating an accident
frequency index ≤ 1.00 if referred to 1,000,000 hours worked.
It should be noted that, in March 2024, the Company will present the new Industrial Plan with
updated multi-year strategic sustainability objectives. The Plan will be simultaneously
published on the institutional website www.pirelli.com for the benefit of all Stakeholders.
The Injury Frequency Index is calculated as the “Lost Time Index Frequency Rate - LTIFR”,
i.e. considering the sum of injuries with at least one lost working day144.
In 2023, Pirelli recorded an LTIFR for accidents of 1.69 per 1,000,000 hours worked, i.e. a 15%
reduction compared to 2022 and an 18% reduction compared to 2021 (1.98145 in 2022 and 2.07 in
2021), a number that decreased substantially in the three-year period. The most representative
injuries concern events related to contusions, cuts, fractures and sprains.
The Frequency Index for accidents resulting in an absence from work of more than 6 months in 2023
is 0.46 for Pirelli employees (per 1,000,000 hours worked) and zero for agency workers. This figure
is also affected by events occurring in years prior to 2023.For 2023, in line with previous years, the
LTIFR value for women is confirmed to be lower than the value relating to men, partly due to the fact
that the female population, compared to the male population, is generally engaged in activities with
a lower risk. The graph below shows the trend of LTIFR values by gender over the last three years:
2,50
2,00
1,50
1,00
0,50
0,00
2,38
2,07
0,24
2021
LTIFR
2,22
1,98
0,57
2022
1,99
1,69
0,11
2023
Indice di frequenza (IF)
IF Uomini
IF Donne
LTIFR = number of accidents with at least one day lost/number of hours actually worked x 1,000,000
144 Accidents without lost days are not considered in the LTIFR calculation.
145 Recalculated for injury derecognition POLO of 9 February 2023 and communicated to Pirelli on 13 February 2023. The derecognition
also affects IF for men which becomes 2.22 instead of 2.24
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The following table summarises the distribution of the Frequency Index by geographical area:
LTIFR INDEX
2021
2022
2023
Europe
2.27
2.74146
2.42
North America
2.63
1.54
1.74
South America
2.84
1.88
1.71
Russia, MEAI
1.58
2.60
0.51
Asia Pacific
0.11
0.12
0.12
LTIFR = number of accidents with at least one day lost/number of hours actually worked x 1,000,000
A generalised improvement was consolidated in the main production areas of the Pirelli Group and
particularly in Europe through a series of initiatives undertaken in the most important factories. In the
mapping of all hazards and on the basis of the accident trend, the main hazards identified as
potentially at risk of accidents with serious consequences relate to mechanical risk and collisions
and impacts due to materials handling, which were the main contributors to the accidents that
occurred in 2023. Actions are constantly underway to reduce risk at source, through investment in
the safety of machinery and equipment, and to manage residual risks through the definition of safety
operating procedures and continuous staff training.
The Injury Severity Index, or Lost Time Severity Rate (LTSR) is calculated by considering the
number of days of absence, starting from the first day after the accident / number of hours actually
worked x 1,000.
The LTSR Index in the Group in 2023 was 0.12, down 5% from the previous year, with lower severity
figures for women than for men.
0,16
0,14
0,12
0,10
0,08
0,06
0,04
0,02
0,00
LTSR
0,16
0,14
0,14
0,12
0,14
0,12
0,01
2021
0,02
2022
0,01
2023
Indice di gravità (IG)
IG Uomini
IG Donne
LTSR = number of days of absence, starting from the first day after the accident/number of hours actually worked x 1,000
The table below summarises the distribution of the LTSR Severity Index by geographical area.
146 Recalculated for injury derecognition POLO of 09/02/2023 and communicated to Pirelli on 13/02/2023. The derecognition also affects
IF men which becomes 2.22 instead of 2.24.
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LTSR INDEX
Europe
North America
South America
Russia, MEAI
Asia Pacific
2021
2022
2023
0.11
0.13
0.12
0.14
0.05
0.10
0.28
0.21
0.18
0.11
0.08
0.06
0.001
0.01
0.01
LTSR = number of days of absence, starting from the first day after the accident/number of hours actually worked x 1,000
With reference to commuting accidents (not included in the calculation of the LTIFR and LTSR
indices mentioned above), the following tables show the total number registered by the Group in the
last three years and the distribution by geographical area of the cases. The recorded increase is due
to external factors on which the company is evaluating improvement actions to be implemented
where there is room for intervention.
COMMUTING ACCIDENTS
2021
2022
2023
59
129
191
COMMUTING ACCIDENTS
Europe
North America
South America
Russia, MEAI
Asia Pacific
2021
2022
2023
21
29
29
28
38
58
10
62
104
0
0
0
0
0
0
With reference to the Occupational Illness Frequency Index, it is calculated considering the number
of occupational illnesses / number of hours actually worked x 1,000,000.
The Occupational Illness Frequency Index in 2023 stands at a value of 0.19, down 34% from 2022.
INDICE FREQUENZA MALATTIE PROFESSIONALI
0,7
0,6
0,5
0,4
0,3
0,2
0,1
0
0,61
0,52
0,00
2021
0,34
0,29
0,28
0,22
0,19
0,18
2022
2023
IF Malattie professionali
IF Malattie professionali (Uomini)
IF Malattie professionali (Donne)
Occupational disease frequency index = number of occupational diseases/number of hours actually worked x 1,000,000
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There are no activities with a high incidence of occupational diseases. The hazards identified as a
potential source of occupational disease determined on the basis of the risk assessments conducted
concern the manual handling of loads, exposure to noise and the handling of chemicals. The main
types of occupational diseases recorded of Pirelli employees are musculoskeletal disorders. There
are no known cases of death due to occupational diseases in the last three years, nor are there any
cases of occupational diseases registered in external workers.
The following table summarises the distribution by geographical area of the Occupational Disease
Index.
OCCUPATIONAL DISEASE FREQUENCY INDEX Europe North America South America Russia, MEAI Asia Pacific
2021
2022
2023
0.04
0.17
0.12
0
0.46
0.29
1.85
0.63
0.39
0.2
0
0
0
0
0
Occupational disease frequency index = number of occupational diseases/number of hours actually worked x 1,000,000
Continuous improvement programmes are aimed, with reference to the sources of occupational
disease, at increasing the ability to identify ergonomic risk and consequent technological
improvement, favouring where possible automation and design integrated with the ergonomic
requirements of machines. These actions aimed at reducing risk at source are in any case
complemented by training and organisational measures aimed at encouraging safety and prevention
behaviour.
With regard to accidents of agency workers, the Frequency Index (FI) is calculated as the “Lost Time
Index Frequency Rate - LTIFR”, i.e. considering the sum of accidents with at least one lost working
day. The tables below show the number of accidents147 registered in the last three years and the
distribution of the index by gender and then by geographical area.
INJURIES INVOLVING AGENCY WORKERS
Number
LTIFR Agency - Men
LTIFR Agency - Women
2021
5
7.75
0.00
2022
3
2.28
0.00
2023
1
2.30
0.00
LTIFR = number of accidents with at least one day lost/number of hours actually worked x 1,000,000
147 Calculated on 1,000,000 hours worked; The Lost Time Index Frequency Rate - LTIFR considers the sum of accidents with at least one
lost working day.
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INJURIES INVOLVING AGENCY WORKERS Europe
North
America
South
America
Russia, Nordics,
MEAI
Asia
Pacific
2021
2022
2023
LTIFR Agency 2021
LTIFR Agency 2022
LTIFR Agency 2023
0
1
1
0.00
7.69
35.94
0
0
0
0.00
0.00
0.00
5
1
0
13.50
1.08
0.00
0
1
0
0.00
47.82
0.00
0
0
0
0.00
0.00
0.00
LTIFR = number of accidents with at least one day lost/number of hours actually worked x 1,000,000
The LTIFR accident index for contractors (employees of suppliers working at the Group’s production
sites) increased significantly to 1.24 in 2023. This is attributable to a number of civil construction
projects related to extensions of existing factories. Below are the data for the last three years and
the distribution by geographical area of the cases.
LTIFR EXTERNAL WORKERS
2021
0.97
2022
0.96
2023
1.24
LTIFR = number of accidents with at least one day lost/number of hours actually worked x 1,000,000
LTIFR EXTERNAL WORKERS
Europe North America South America
2021
2022
2023
1.40
0.81
1.38
1.03
2.41
1.46
0.33
1.09
2.06
Russia, Nordics,
MEAI
1.11
0.27
0.00
Asia
Pacific
0.00
0.00
3.45
LTIFR = number of accidents with at least one day lost/number of hours actually worked x 1,000,000
Below are the figures for fatal accidents recorded in the last three years, with reference to Pirelli
employees, agency workers and employees of suppliers operating at Group production sites.
FATAL ACCIDENTS (AND DEATH RATE)
Pirelli Employees
Agency workers
External workers
Death rate = number of deaths / total hours worked * 1,000,000.
2021
1 (0.017)
1 (1.420)
1 (0.088)
2022
0 (0)
0 (0)
0 (0)
2023
0 (0)
0 (0)
1 (0.073)
As part of the civil works for the extension of the Silao plant in Mexico, a worker from a third company
fell from a height, resulting in his death. The entire organisation is committed to ensuring that fatal
accidents do not occur, and that reaction and improvement plans are constantly implemented and
pursued.
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FOCUS: ZERO-ACCIDENT SITUATION IN 2023
Unit
Industrial sites
Factories
Jiaozuo, Bollate, Breuberg MIRS,
Fitting unit
Didcot, Sorocaba, Palomar, Ibirite, Sao Jose dos Pinhais, Goiana
Logistics - TLM
TLM Barueri, TLM Santo Andre, TLM Cabreuva, TLM Feira de Santana, TLM Campinas, TLM
Cabreuva, Manresa
Equity
AGOM, Dackia, Campneus
HEALTH AND SAFETY INVESTMENTS
In the three-year period 2021-2023, investments in health and safety by the Group exceeded €85
million, of which over €32 million was invested in 2023.
The investments made targeted improvements on machines and plant and, more in general, the
workplace environment as a whole (including improvement of microclimate and lighting conditions,
changes in layout for ergonomic improvement of activities, measures to protect the healthiness of
the infrastructure, etc.).
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EXTERNAL COMMUNITY
INSTITUTIONAL RELATIONS OF THE PIRELLI GROUP
Pirelli’s institutional relations are underpinned by criteria of maximum transparency, legitimisation
and responsibility, both with regard to information disseminated in public offices, and to relationships
managed with institutional interlocutors in line with the Code of Ethics, the Institutional Relations -
Corporate Lobbying Policy and the Group Anti-Corruption Compliance Programme (documents
published on the Pirelli website) as well as in line with the principles of the International Corporate
Governance Network (ICGN) and in compliance with the laws and regulations in force in the
countries where Pirelli operates.
The goal of the Institutional and Regulatory Affairs Department is to create corporate value through
the management of structured relationships with reference stakeholders in all the countries in which
Pirelli is present.
In the area of institutional relations, Pirelli acts above all via active monitoring and in-depth analysis
of the institutional and legislative context, as well as identifying the applicable Stakeholders. The
activity of Institutional Affairs also includes an in-depth analysis of the global political and economic
dynamics, linked to the development of the main topics of corporate interest, and benefits from
collaborations with selected think tanks of international prestige. Among these are the collaborations
with the Institute for International Policy Studies, the Institute for International Affairs, the Trilateral
Commission and the Aspen Institute.
At an international level, Pirelli interacts with the main interlocutors present in the countries in which
it operates with its own production sites. When necessary, the Group promotes initiatives directed
towards mutual understanding and with the purpose of promoting representation of its values and
interests through a strategy based on a clear perception of the industrial objectives and the
development of the business.
ADVOCACY AND CODE OF ETHICS
Institutional Relations contribute to the creation of corporate value through a structured and stable
system of external relations directed at persons belonging to the Public Administration in order to
ensure adequate representation of the Group’s interests, following the various phases of the public
decision-making process. All the activities carried out are marked by criteria of legitimacy,
correctness and transparency, both with respect to the information disseminated in public venues
and also with respect to the relations managed directly with institutional interlocutors.
The Senior Vice President Head of Institutional and Regulatory Affairs has the ultimate responsibility
for Institutional Relations in the Pirelli Group. The Institutional and Regulatory Affairs Department is
responsible at the global level for supervising advocacy and corporate lobbying activities, to ensure
they are carried out in compliance with the principles enshrined in the Group’s Code of Ethics and
Anti-Corruption Compliance Programme, in line with the International Corporate Governance
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Network principles and in accordance with the laws and regulations in force in the countries where
Pirelli operates.
Furthermore, Pirelli is inspired, in carrying out its Institutional Relations activities, by the criteria of
legitimacy, fairness and transparency, as detailed in the Institutional Relations Policy - Corporate
Lobbying available on the Pirelli corporate website.
The Pirelli Group is listed in the European Transparency Register, managed jointly by the European
Parliament, the Council of the European Union and the European Commission. The Register
provides information on interest representatives which contribute to EU decision-making processes.
By joining the Register, Pirelli undertakes to respect the relevant code of conduct as part of the Inter-
Institutional Agreement that defines ethical and behavioural principles with which members must
comply in the course of their interest representation activities with EU institutions.
In 2023 the Pirelli Group lobbied only through sector associations, working towards the alignment of
positions with all Pirelli policies, including those concerning Climate Change.
The Pirelli Group is a member of numerous sector associations. The full list of these bodies, in which
the Company plays a significant role, is available in paragraph “Main international commitments
for sustainability”.
In 2023, the Pirelli Group’s costs relating to annual membership in industry associations, advocacy
activities, etc. amounted to approximately €1,518,000 globally.
MEMBERSHIP, COLLABORATIONS AND OTHER EXPENSES (IN THOUSANDS OF EUR)
Trade associations148
Lobbying, interest representation 149
Political parties (campaigns/candidates)
Total
2023
2022
2021
1,518
1,453
865
0
0
0
0
0
0
1,518
1,453
865
148 Membership in trade associations includes, on a voluntary basis, companies operating in the same sector or region to strengthen
advocacy activities and to promote or defend key interests with institutions and key players; for this reason, several trade associations
participate in public affairs activities such as lobbying, in accordance with legislation and the local context.
149 Excluding management overheads related to lobbying activities.
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The main membership expenses were paid to Assolombarda for €307,000, to USMTMA - U.S. Tire
Manufacturers Association for almost €300,000, and to ETRMA- European Tyre Rubber
Manufacturers Association for €182,000.
COLLABORATION WITH TRADE ASSOCIATIONS TO COMBAT CLIMATE CHANGE
As a member of several industry associations, the Pirelli Group is also committed to contributing to
the development of climate change policies and industry regulations and standards, participating in
the institutional and public debate on decarbonisation.
In particular, the Institutional and Regulatory Affairs function focuses on raising the awareness of
institutional stakeholders, public opinion and international organisations with regard to:
the importance of key issues linked to the Pirelli Group’s product strategy, such as
sustainability, in all its facets along the entire value chain, for example the reduction of
emissions in production processes, as well as digitalisation and safety;
the Pirelli Group’s corporate positioning on sustainability, climate change, renewable energy,
circular economy, transport systems, safety and product innovation.
In 2023, to promote public debate and policy-making on the most relevant sustainability issues, such
as climate change, Pirelli organised and actively participated in institutional webinars, conferences,
working groups, roundtables and sectoral initiatives.
Pirelli’s fight against climate change at national and global level also includes playing an active role
as a member of various sector and multi-stakeholder associations, organisations, business networks
and thinktanks, as part of the commitment to decarbonising the Pirelli Group, in accordance with the
objectives of the Paris Agreement.
Below are some examples of the main industry associations with which Pirelli has engaged during
the year and which share the Group’s position on climate change.
ASSOLOMBARDA’S POSITION ON CLIMATE CHANGE
Pirelli joins Assolombarda in espousing its initiatives on combating climate change and its vision for
a sustainable future. Pirelli, in fact, sits on both the President’s Council and the Advisory Board of
Assolombarda, contributing substantially to defining new strategies for the decarbonisation of the
main national industrial realities. Climate change, in fact, is a global challenge that requires collective
action and a multilateral approach. For this reason, Assolombarda has set up technical working
groups, composed of experts from member companies directly involved in sustainability, climate
change, safety, materials, chemicals and trade. Furthermore, through six focus groups with the top
management of 35 manufacturing companies in Lombardy, the strategies of the most advanced
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companies were examined in detail in order to identify more clearly the special characteristics and
possible developments of the ecological transition in the manufacturing sector. It emerged from the
survey that the intensity of energy consumption and its incidence on the corporate cost structure
certainly represent an impacting variable on the strategies for making production processes more
efficient and on investment choices aimed at environmental sustainability. In fact, for particularly
energy-intensive companies, energy supply management and energy saving can be not only a lever
to decrease production costs, but also the most effective way to promote greater environmental
sustainability.
USTMA’S POSITION ON CLIMATE CHANGE
Pirelli participates in the USTMA board of directors, committees and working groups, sharing the
association’s vision for a sustainable tyre future in the context of the Paris Agreement’s goal of
reducing CO2 emissions. The USTMA supports incentives for the development of low-carbon
products, such as fuel-efficient tyres and tyres that contain sensors or other performance monitoring
and communication technologies. The USTMA supports policies that promote the development of
materials with a lower carbon footprint than virgin raw materials and research to better understand
and improve the environmental impact of tyres. For example, the USTMA and the U.S. Geological
Survey (USGS) are collaborating on a research project to evaluate and refine methods for assessing
potential alternatives to 6PPD for use in tyres. The USTMA supports the flexibility of alternative fuels,
such as tyre-derived fuel (TDF), and pyrolysis, which is key to building a circular economy for tyres.
The USTMA supports investment in research to develop sustainable infrastructure such as
rubberised asphalt to better understand the long-term benefits, performance and environmental
impacts. The MTSMA supports the development of electric vehicles and the infrastructure that
supports them. USTMA’s committees and technical working groups are composed of experts from
member companies, including Pirelli, who work directly on issues related to tyre efficiency and
decarbonisation, safety, materials and chemicals.
ETRMA’S POSITION ON CLIMATE CHANGE
The European Tyre and Rubber Manufacturers Association (ETRMA) supports the ambitious new
European climate targets. ETRMA welcomes the EU’s commitment to allocate more than 30% of the
Next Generation EU to support green projects. This commitment is part of the EU’s ambitious goal
to become the first climate neutral continent by 2050. The European tyre industry is committed to
reducing its CO2 footprint throughout the tyre lifecycle and investing in innovation.
ETRMA has carried out intensive advocacy work, presenting to the European Commission the
industry’s contribution in pursuing the goals of the Green Deal, highlighting the industry’s role in
creating greener, safer and more efficient mobility. In particular, the contribution to the reduction of
CO2 emissions through the improvement of tyre rolling resistance, the improvement of road safety
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through new wet grip limits even for worn tyres, which also leads to a positive impact on the Circular
Economy.
The industry is also strongly committed to the development of a robust tyre abrasion test
methodology to support the European Commission’s targets, defined in the new EURO 7 regulation,
to mitigate the emission of particulate matter into the environment.
ETRMA maintains a proactive role in the development of cognitive studies related to environmental
issues, e.g. Tyre Road Wear Particles (TRWPs), micrometric particles produced by combined road
and tyre wear during vehicle operation.
In 2018, ETRMA launched, with the support of CSR Europe, the “European TRWP Platform”, a multi-
stakeholder initiative that aims to share the state of scientific knowledge and to involve the Sectors
and Organisations concerned in the definition of policies and possible actions to mitigate the impacts
of TRWPs; in this regard, ETRMA, in collaboration with the US Tire Manufacturers Association
(USTMA), published a study mapping and evaluating all the solutions available today. A microsite
was also created to provide information on TRWPs to the general public, from the causes to the
definition/implementation of mitigation actions, highlighting the multi-stakeholder nature of the
phenomenon. The Platform’s activities continued in 2023, with a series of meetings between
stakeholders, who continued to share topics related to the scientific and policy aspects associated
with TRWPs, exchange “management best practices” and identify possible synergies.
As part of its ETRMA activity, Pirelli also supported the adoption of the new European Regulation on
the eco-design of sustainable products, which imposes new performance requirements and
information obligations to promote product circularity.
POLITICAL PARTIES
The Pirelli Group adopts the highest standards of transparency and integrity in all its relations with
institutional stakeholders. In line with what is set forth in the Code of Ethics, Pirelli “does not make
contributions, advantages or other benefits to political parties and workers’ trade unions, or to their
representatives or candidates, without prejudice to compliance with any applicable legislation”. For
this reason, in 2023 there are no contributions in these areas (zero) in continuity with previous years.
The political affiliation of an employee or a financial contribution by an employee is to be considered
a personal matter and is an action completely independent of Pirelli.
For further details on the Financing received from the Public Administration and the amounts
disbursed in 2023 to Trade Associations, please refer to the Economic Dimension Chapter.
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MAIN INTERNATIONAL COMMITMENTS FOR SUSTAINABILITY
The attention of Pirelli to sustainability is also expressed through participation in numerous projects
and programmes promoted by international organisations and institutions in the area of social
responsibility. A number of the main commitments made by Pirelli worldwide are illustrated as
follows.
UN GLOBAL COMPACT
Pirelli has been an active member of the UN Global Compact since 2004 and since 2011 has been
part of the Global Compact Lead Companies. The Group endorses the “Blueprint for Corporate
Sustainability Leadership”, which offers leadership guidelines envisaged in the Global Compact to
inspire advanced and innovative sustainability performance in terms of management capacity for the
creation of sustainable value. Since December 2019, Pirelli has also been on the Board of the Global
Compact Network Italia.
In 2023, the Global Compact has proposed a series of initiatives to provide support in the definition
of strategies and partnerships for the pursuit of Sustainable Development Goals (SDGs) launched
in September 2015 in New York with the aim of accompanying the activities of sustainable
companies until 2030.
Of particular note in 2023, was the CEO’s signing of the Manifesto ‘Companies for People and
Society’. By signing the Manifesto, Pirelli commits to strengthen the role of the Social Dimension in
its business strategies to generate long-term value also in the supply chain and in the communities
where it operates. The Manifesto was presented during “La Dimensione Sociale: l’impegno delle
imprese per People e Prosperity”, the eighth edition of the Business & SDGs High-Level Meeting,
the annual event promoted by UN Global Compact Network Italy and dedicated to the Presidents
and CEOs of the Italian companies adhering to the initiative.
This is the context of Pirelli’s participation in the ‘Sustainable Finance’ action platform. The
commitment over the years has taken the form of several publications, followed by the first 2018
“SDGs Bonds & Corporate Finance - A Roadmap to Mainstream Investments”, and the launch of the
“CFO Taskforce for the SDGs”, officially presented during the 2021 United Nations General
Assembly, which Pirelli joined as a Founding Member. The taskforce is a collaborative platform that
brings together leaders from different sectors and aims to develop innovative strategies for mobilising
finance towards sustainable development. In 2022, the “CFOs Coalition for the SDGs”, in which
Pirelli participates, was launched with the aim of further accelerating progress in aligning corporate
investments with the SDGs and linking corporate finance to relevant and credible targets. In 2023,
work continued on spreading knowledge on Sustainable Finance issues, scaling up impact, such as
with the launch of campaigns like ‘Forward Faster’ to set financial targets, and building a community
that connects the world of finance for sustainable development with the corporate world.
Following participation in 2022 in Target Gender Equality, a 9-month international journey involving
UNGCI member company networks in 45 countries around the world, during which participating
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companies deepen their understanding of the importance of promoting gender equality, not only for
society as a whole, but also for company enrichment.
Work continued in 2023 with the UN Global Compact Italy Network and its member companies in
the Italian market, Pirelli also participated in the first edition of the Sustainable Procurement Working
Table. The track, launched in March 2023 by UNGCN Italy, to build a space for thematic insights,
exchange of experiences and peer learning on the topic of sustainable supply chain management.
Management of environmental, ethical-social, governance and economic-financial impacts of supply
chains and integration of sustainability strategies and objectives, were the topics the companies
discussed. At the end of the course, Pirelli presented its supply chain management model as best
practice.
ETRMA – EUROPEAN TYRE AND RUBBER MANUFACTURERS ASSOCIATION
ETRMA is the main partner of the EU institutions for the sustainable development of new European
policies for the sector and for their proper implementation. With the institutional support of the Pirelli
Group, during 2023 ETRMA carried out intensive advocacy activities, presenting to the European
Commission the contribution of the sector in pursuing the Green Deal objectives, highlighting the
role of the sector in creating a more environmentally-friendly, safe and efficient mobility. Specifically
on the contribution to CO2 reduction through improved rolling resistance of tyres, improved road
safety through new wet grip performance limits also for worn tyres, which also leads to a positive
impact on the Circular Economy. The industry is also strongly committed to the development of a
robust tyre abrasion test methodology to support the European Commission’s objectives, set out in
the new EURO 7 legislative proposal, to mitigate the emission of particulate matter into the
environment.
The association continued to raise awareness among the European Commission and European
Union Member Countries on the implementation of market surveillance for monitoring compliance
with regulations on the general safety of vehicles and tyres and on energy efficiency, as well as the
labelling of tyres in European Countries, a labelling system which was fully renewed in 2021; also
continuing was the strengthening of the partnership with the national associations of the sector of
which Pirelli is an active member.
In 2023, the intensive work of the Digital Mobility Group (DMG) continued to respond to the new
technological challenges affecting the mobility sector (e.g. digitalisation, connectivity, autonomous
driving, cyber security) and their impact on tyres and the development of value-added services for
the consumer in the Tyre-as-a-Service (TaaS) mode, which requires a particular focus on the
methods for managing and exchanging data between the various players in the system, which led
to high-level meetings with the European Commission in preparation for the enactment of vehicle
data access legislation.
To monitor and respond to the European Commission’s supply chain and sustainable finance impact
legislation, the Taxonomy and Sustainable Supply Chain working groups are active with the support
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of Pirelli. The latter assisted the European Commission in defining the proposed requirements on
deforestation, which have a strong impact on the production, marketing and use of natural rubber,
and the corresponding delegated acts.
The ETRMA association continues to work alongside the European Commission in defining policies
on the Circular Economy with an impact on the sector and continues successfully to promote
sustainable practices of producer responsibility for the management of tyres at the end of their life,
thanks to which Europe maintains a recovery rate of over 90%150, through strong collaboration with
the various management consortia present in European countries. ETRMA’s (and European) best
practices in fact continue to be an international benchmark.
ETRMA maintains a proactive role in the development of cognitive studies regarding environmental
issues, e.g., Tyre Road Wear Particles (TRWPs), micrometric particles produced by combined road
and tyre wear during vehicle circulation, and health issues, e.g. granulated filler material obtained
from end-of-life tyres for sports fields. With regard to TRWPs, ETRMA launched in 2018, with the
support of CSR Europe, the “European TRWP Platform”, a multi-stakeholder initiative that aims to
share the State of Scientific Knowledge (e.g. “Scientific Report on Tyre and Road Wear Particles,
TRWP, in the aquatic environment”) and to involve the relevant Sectors and Organisations in the
definition of policy and of possible actions to mitigate the impacts of TRWPs (e.g. “The Way Forward
Report”); in this regard, ETRMA launched a study with the objective of mapping and assessing all
the solutions available today, in collaboration with the US Tire Manufacturers Association (USTMA),
of which Pirelli is an active member. A micro-site was also created151 to provide information on
TRWPs to the general public ranging from root causes to the definition and implementation of
mitigation actions, highlighting the multi-stakeholder nature of the phenomenon. The Platform’s
activities continued in 2023, articulated in a series of meetings among “stakeholders,” which
continued the sharing of topics related to scientific and “policy” aspects associated with TRWPs. In
particular, the Platform hosts the topic of “lessons learned” from other involved sectors (e.g., textiles)
on the issue of microplastics, a topic with which TRWPs have been associated, and local authorities’
initiatives on these issues, this in order to exchange “best management practices” and identify
possible synergies.On this topic, ETRMA also coordinates with the TIP (WBCSD) and its member
trade associations to exchange technical and policy information.
A section in the Environmental Dimension paragraph of this Report is also dedicated to TRWP, to
which reference should be made for further details.
USTMA - US TIRE MANUFACTURERS ASSOCIATION
USTMA is the association of tire manufacturers with manufacturing facilities located in the United
States. The main USTMA committees deal with regulatory policies for tire safety and on the
150 Data reported for 2019
151 https://www.tyreandroadwear.com/.
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environmental impacts of tires in the United States. USTMA also coordinates with ETRMA and TIP
(WBCSD) to exchange useful information.
USTMA maintains a proactive role in developing cognitive studies with respect to environmental
issues, e.g., Tyre and Road Wear Particles (TRWP). USTMA continued to make cryo-milled tyre
tread (CMTT) samples available to researchers and made cryo-milled tyre tread (CMTT) samples
available to researchers. USTMA has an open dialogue approach particularly with the states of
California and Washington regarding planned investigations of the 6PPD substance in tyres and the
impacts of the processing chemical 6PPD-quinone. USTMA has launched a coalition, of which Pirelli
is a member, for the joint participation in the process of analysis by the authorities of possible
alternative chemicals to 6PPD in compliance with California State law.
USTMA was active in 2023 with a strategy for end-of-life tire management. Every two years the
association publishes data from ELT markets. USTMA then proposes solutions for the circular tyre
economy and convenes stakeholders on the subject. USTMA sponsored a study at the University of
Missouri on ELT management policies in various states in the US. The association is also active on
issues related to infrastructure and connected and autonomous vehicles. USTMA does not have a
Political Action Committee (PAC) and does not fund political candidates.
MEMA - MOTOR & EQUIPMENT MANUFACTURERS ASSOCIATION
MEMA is the voice of the automotive and commercial vehicle supplier industry in the United States
of America. It represents the largest manufacturing sector in the United States. Across the spectrum
of innovative new vehicles, from autonomous technologies to zero emissions, vehicle suppliers are
leading the way. MEMA member companies conceive, design and manufacture the original
equipment systems and technologies that make up two-thirds of a new vehicle’s value. Member
companies also supply the global replacement service market with the technologies that keep
millions of vehicles on the road, driving sustainability and supporting transportation.
During 2023, MEMA analysed issues of free trade and tariffs, research tax credits, environmental
regulation proposals and green incentive proposals, proposals to strengthen key supply chains for
the car industry, and many other topics. Priorities for the association include policies governing
vehicle safety, policies on zero emissions and electrification, sustainability, international trade flows,
tax policies, supply chain resilience, and workforce and training.
MEMA has a privately funded Political Action Committee (PAC), with no contribution from Pirelli.
Pirelli is also a member of the Automotive Industry Action Group (AIAG), a U.S. association with no
lobbying activities, where Pirelli is active in the Corporate Responsibility Steering Committee.
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WBCSD – WORLD BUSINESS COUNCIL FOR SUSTAINABLE DEVELOPMENT
Pirelli for years has been a member of the WBCSD (World Business Council for Sustainable
Development)152. This is a Geneva-based association of more than 225 multinational companies
based in 8 regions of the world that have made a voluntary commitment to link economic growth to
sustainable development. In particular, Pirelli endorses four projects: Tire Industry Project,
Transforming Urban Mobility, Future of Work and SOS 1.5.
The Tire Industry Project (TIP), whose members account for approximately 65%153 of global
production capacity of tyres, was founded in 2005 with the aim of meeting and anticipating the
challenges related to the potential impacts on health and the environment of tyres throughout their
life cycle. The project extends its evaluation activities to raw materials, TRWP (with research
activities that have seen the completion of monitoring the impact of TRWP on air quality in the city
of New Delhi, India) and nanomaterials.
On the subject of raw materials, the sharing of knowledge and collaboration mainly with ETRMA and
USTMA on the transformation chemical substance 6PPD-Quinone continued in 2023.
On the topic of nanomaterials, the TIP initiated the development of a method to simulate and analyse
the potential release of nanomaterials during the use phase of tyres: preliminary results on the
development of this methodology will be shared with the scientific community through the publication
of an article in a scientific journal with a scientific editorial board (“peer-reviewed editorial board”)
during 2024 TIP’s collaboration with the OECD (Organisation for Economic Co-operation and
Development) is also continuing, following the development of a sector-specific guide154 containing
best practices of reference for the research, development and industrialisation of new nanomaterials
so as to ensure that the use of any nanomaterial is safe for people and the environment. Also on this
issue, TIP supported the OECD by actively supporting the preparation of the guide “Moving Towards
a Safe(r) Innovation Approach (SIA) for More Sustainable Nanomaterials and Nano-enabled
Products”155 (published on 22 December 2020) which includes extremely topical elements, including
those related to the emerging Safe and Sustainable-by Design (SSbD) theme, of certain importance
for the debate launched in 2021 and carried on in the next two years at the European Commission
level.
On the subject of TRWPs, in 2023 TIP continued its activity on the TRWP characterisation
methodologies to support their identification and quantification in environmental compartments (air,
water, soil), including studies on aging (“aging”) of TRWPs: the results of these activities have been
shared, as traditionally happens for TIP studies, with the scientific community through various
publications in scientific journals either through various presentations at the international conference
152 Our members (wbcsd.org)
153 Tire Industry Project - World Business Council for Sustainable Development (WBCSD)
154 http://www.oecd.org/chemicalsafety/nanosafety/nanotechnology-and-tyres-9789264209152-en.htm.
155 www.oecd.org/officialdocuments/publicdisplaydocumentpdf/?cote=env/jm/mono(2020)36/ REV1&doclanguage=en.
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of the Society of Environmental Toxicology and Chemistry (SETAC EUROPE 33rd Annual Meeting,
Dublin, 30th April - 4th May 2023), or through “peer-reviewed journals” publications.
The TIP also published “Product Category Rules” (PCRs) in 2018, which were updated in 2022. The
PCRs are, shared rules for conducting product life cycle assessments (LCAs), as well as developing
“environmental product declarations (EPDs)” for tires so that the results are comparable across
manufacturers. With reference to aggregate industry environmental reporting, TIP published the
report “Sustainability Driven: Key Performance Indicators for the Tire Sector, 2019-2022” in which
TIP members’ performance against KPIs related to environmental, social and governance (ESG)
issues is presented, while reporting TIP’s established key performance indicators such as energy
consumption, CO2 emissions, water use, waste generation and ISO 14001 certification. The KPIs
include the rate of adoption of responsible sourcing policies, the percentage of members with
scientifically validated targets, the percentage of water withdrawals from water-stressed areas, and
the percentage of female representation in the workforce and on Boards of Directors.
Also, during 2023, TIP also continued its activities aimed at the international promotion of best
practices on end-of-life tyre management, in terms of valorisation of recovery and reuse as a second
raw material, in line with the principles of the Circular Economy. These activities were also supported
by the “End-of-life tyre (ELT) management Toolkit” (2021), with the specific objective of supporting
the development and improvement of end-of-life tyre management systems, a natural consequence
of the analysis presented in the report “Global ELT Management - A global state of knowledge on
regulation, management systems, impacts of recovery and technologies”, a document that presents
the current state of end-of-life tyre management in 45 countries, together with an analysis of
regulations, management systems and recovery methods.
Following the publication in May 2021 of the “Sustainability Driven - Accelerating Impact with the
Tire Sector SDG Roadmap”, which is a Sustainable Roadmap for the sector, identifying how the
value chain interacts with the UN Sustainable Development Goals (SDGs), TIP is moving forward
with its activities taking into consideration the areas where the sector can most contribute the
sustainability of the sector.
This Sustainable Roadmap also led to highlighting the need for TIP to evolve through the revision
of its mission, organisational and governance structure. The evolution of TIP was guided by a Task
Force that led to a broadening of its mission from 2023, which now, in addition to reaffirming its
founding objectives, aims to anticipate, understand and address global Environmental, Social and
Governance (SDG) issues relevant to the industry and its value chain. The organisational structure
was expanded with the creation of a new “Action & Engagement” area, which complements the
“Research” area, with which TIP aims to target actions on key ESG issues and coordinate interaction
with Tyre Trade Associations (TTAs) associated to the TIP and with the stakeholders. Starting from
2022, within this area, activities have already been launched on two topics considered key for the
sector: “TRWP Impacts Mitigation”, which aims to map all possible TRWP (Action Strategy) impact
mitigation actions and their potential worldwide, and “UN Treaty on Plastics Pollution” (Engagement
Strategy), which aims to participate in the negotiations on the UN Intergovernmental Negotiating
Committee (INC), preparing industry position papers and identifying alternative circular economy
solutions.
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TIP’s dialogue with the Tire Trade Associations (TTAs) associated ETRMA/USTMA/KOTMA/JATMA
within the ad-hoc Global Dialogue Forum platform continued in 2023, with the aim of sharing the
progress and results of TIP’s activities and supporting them in interacting with their stakeholders.
The ‘Transport and Mobility Pathways’ project, in which international companies from the automotive,
auto parts, transportation, oil & gas, strategic consulting and engineering sectors participate, aims
to promote and accelerate the transition to safe, universally accessible and environmentally friendly
urban mobility. The project is divided into workstreams to analyse in detail the new trends in future
mobility such as electrification and digitalisation.
The Future of Work Project brings together leading companies from different sectors to combine
their respective insights, innovations and influences to create strategies, business models and
develop scalable business solutions to address the challenges that characterise the future of work,
i.e. rapid technological change, socio-economic polarisation, changing workforce expectations. The
aim is to pursue an equitable, diverse, inclusive and empowering future of work, with the interests of
people at its core. For more information on the project and to access the documentation developed
to date, please visit the “Future of Work” section of the WBCSD website.
Among the WBCSD initiatives supported in recent years is the signing by the Group CEO of the
“CEO Guide on Human Rights”, published in 2019 with the aim of promoting respect for human rights
by companies and their suppliers and business partners.
The “SOS 1.5” project brings together companies from different sectors in order to share tools and
experiences to help each company accelerate the climate transition in line with 1.5°C, regardless of
the maturity of each. Achieving this goal requires rapid systems transformation to decarbonize on a
large scale, and the private sector plays a crucial role in this process. The SOS 1.5 project is set to
support companies to develop the strategy to shift their corporate footprint toward the net-zero
carbon goal, to collectively identify and remove barriers to a low-carbon economy, and to mobilize
their value chain in the same direction. A new work stream introduced in 2023 is on Beyond Value
Chain Mitigation (BVCM) emissions mitigation. Other areas of work in the SOS 1.5 project relate to
managing exposure to climate risks in terms of adaptation and resilience and the development of
standards and accounting always related to Climate.
EU-OSHA – EUROPEAN OCCUPATIONAL SAFETY AND HEALTH AGENCY
In 2023, for the fifteenth consecutive year, Pirelli continued to be an official partner of the European
Occupational Safety and Health Agency (EU-OSHA), which addresses a different problem every
two/three years. In particular, in 2023 Pirelli adhered to the 2023-2025 campaign “Safe and Healthy
work in the digital age” which is dedicated to raising awareness of the impact of new digital
technologies on work and the workplace and the related occupational health and safety challenges
and opportunities.
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Campaigns in which the company has participated in recent years include the 2020-2022 Healthy
Workplaces Lighten the Load campaign aimed at raising awareness of ergonomic risks in the
workplace and the prevention of related musculoskeletal disorders,
the 2018-2019 “Healthy Workplaces Manage Dangerous Substances” campaign aimed at raising
awareness of the risks posed by hazardous substances in the workplace, the 2016-2017 “Healthy
Workplaces for all Ages” campaign dedicated to the importance of a sustainable working
environment that ensures the health and safety of employees throughout their lives, and the 2014-
2015 “Healthy Workplaces Manage Stress” campaign, focused on the issue of stress and psycho-
social risks in the workplace, the main aim of which was to encourage employers, managers and
workers and their representatives to work together to manage these risks.
CSR EUROPE
Since 2010 Pirelli has been a member of the Board of CSR Europe, the leading European network
of companies for sustainability and corporate responsibility. CSR Europe supports companies and
industries in their transformation and collaboration towards practical solutions and sustainable
growth. The goal is systemic change both to achieve the SDGs and to build with European leaders
and stakeholders a global strategy for a sustainable Europe 2030.
Pirelli has been supported by CSR Europe in the organisation and moderation of its Stakeholder
Dialogues, which the Company holds at the local Affiliate level or internationally at Headquarters.
In this regard, reference should be made to the Stakeholder consultations held in Romania, Mexico,
Germany, Turkey, Russia, Argentina, the United Kingdom and the United States. CSR Europe
moderated the two multi-stakeholder consultations held by Pirelli for the definition of the Company’s
Sustainable Natural Rubber Management Policy, the related Implementation Manual and the Activity
Roadmap, published on Pirelli website.
For more information on CSR Europe’s many areas of activity, see www.csreurope.org.
INTERNATIONAL COMMITMENTS AGAINST CLIMATE CHANGE
For years Pirelli has shown its commitment to the fight against climate change, promoting the
adoption of adequate energy policies aimed at the reduction of CO2 emissions.
In 2023, Pirelli joined the “Forward Faster” initiative of the United Nations Global Compact, pledging
to set ambitious, credible and measurable goals on two of the reported areas for action: of climate
and finance and investment.
In 2022, Pirelli requested the Science Based Targets initiative (SBTi) to upgrade its greenhouse gas
emission reduction targets in line with the level that science requires to keep climate warming within
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1.5°C, as recommended in November 2021 by the Glasgow Climate Pact, signed after the COP26
(United Nations Conference of the Parties). In May 2022, the new 2025 absolute CO2 emission
reduction targets set by Pirelli for its production processes and supply chain obtained formal
validation by the SBTi, which judged them to be consistent with the actions necessary to contain the
increase in the Planet’s temperature within 1.5°C. In 2020, Pirelli had already obtained validation by
the SBTi of its emission targets that envisaged actions to contain temperatures “well below 2°C”, as
indicated by the 2015 Paris Agreement, which were reached at the end of 2021, 4 years ahead of
the original deadline.
In June 2022, Pirelli also expressed to SBTi its commitment to the Net Zero standard for the
formalisation, within two years of a long-term target to reduce value chain emissions by around 90%
by 2050 at the latest.
In 2021, the Company, together with UNGCN Italy and other major Italian companies, worked on the
drafting and launch of the position paper “Italian Business and Decarbonisation: a just and inclusive
transition” with the aim of leveraging the commitment of Italian companies adhering to the UN Global
Compact on the issue of decarbonisation.
In September 2018, the Company joined the Task Force on Climate-related Financial Disclosures
(TCFD), established by the Financial Stability Board (FSB), committing to voluntarily disclose
information on risks and opportunities related to Climate Change as outlined in the TCFD
recommendations.
Over the years, Pirelli has also participated in numerous events and projects such as the Climate
Conferences “COP24” in Katowice (2018), “COP23” in Bonn (2017) and “COP22” in Marrakech
(2016), the “Business for COP21 Initiative” (2015) and participated in several side events organised
during the “COP21” Climate Conference in Paris (2015).
Throughout 2014, the Group joined the “Road to Paris 2015” project and signed three initiatives
consistent with its sustainable development strategy: Responsible Corporate Engagement in Climate
Policy, Put a Price on Carbon, Climate Change Information in Mainstream Filings of Companies
Communication.
COMPANY INITIATIVES FOR THE EXTERNAL COMMUNITY
As specified in the Group “Code of Ethics”, Pirelli provides support to educational, cultural and social
initiatives for promoting personal development and improving living standards. The Company does
not provide contributions or other benefits to political parties or trade union organisations, or to their
representatives or candidates, this without prejudice to its compliance with any relevant legislation.
Since its founding in 1872, Pirelli has been aware that an important role in the promotion of civil
progress in all the communities where it operates and, capitalising on the Company’s natural
strengths, it has identified three focus areas: road safety, technical training and inclusion through
sporting activities for young people.
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Pirelli for some years now has adopted an internal procedure to regulate the distribution of gifts and
contributions to the External Community by Group companies, in relation to the roles and
responsibilities of the functions involved, the operational process of planning, realising and
monitoring the initiatives and the disclosures regarding the same. Essential support in the identifying
of the actions that best satisfy local requirements comes from the dialogue with locally operating
NGOs. Priority is given to those initiatives whose positive effects on the External Community are
tangible and measurable according to objective criteria. The internal procedure also specifies that
no initiatives may be taken in favour of beneficiaries for whom there is direct or indirect evidence of
violation of human rights, worker rights, environmental protection or business ethics.
The contributions to the External Community by Group companies are part of a broader strategy to
support the achievement of the Sustainable Development Goals of the United Nations (SDGs), in
the sections “Planning of UN Sustainability and Sustainable Development Goals” and “UN Global
Compact”.
The amount of the disbursements in support of the External Community incurred by Pirelli in 2023 is
shown in the section “Contributions to the External Community”, of this report.
ROAD SAFETY
Pirelli is synonymous worldwide not only with high performance, but also safety. Together with
environmental protection, road safety is the key element of the Eco & Safety Performance strategy
that inspires the Group’s industrial and commercial choices. Pirelli’s commitment to road safety takes
the form of numerous training and awareness-raising activities, but above all it translates into
research and the ongoing application of innovative technological solutions for sustainable transport.
Pirelli’s commitment to road safety passes first and foremost through the product: the tyre is in fact
the only part of the vehicle that interfaces directly with the road and as such is a fundamental element
of road safety. Road safety has always been a cornerstone of the Pirelli brand. “POWER IS
NOTHING WITHOUT CONTROL™” is Pirelli vision of mobility, which combines performance and
safety. Structural and material improvements to improve traditional safety performance such as road
grip, wet and dry braking, are combined with the most advanced technologies such as RUN FLAT™
and SEAL INSIDE™, which bring road safety to a higher level, allowing you to maintain control even
in the most critical moments, such as a puncture.
Pirelli’s commitment to road safety does not stop with product innovations, but also extends to the
promotion of the principles of road safety and safe driving through participation in dedicated projects
and campaigns.
Bearing witness to this commitment, Pirelli in 2018 joined the United Nations “Road Safety Fund”
which aims to support States to reduce the number of deaths and injuries caused by road accidents.
The Fund supports the implementation of national plans, as well as concrete actions and projects
aimed at improving the safety of infrastructure and vehicles, promoting the correct behaviour of road
users and managing the post-accident period efficiently.
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Also at Group level, as part of its collaboration with the WBCSD (World Business Council for
Sustainable Development), Pirelli participated in the “Transport and Mobility Pathways” project,
which explores the major trends in mobility (electrification, data sharing and shared services) to
promote solutions that are more sustainable and thus safer, cleaner and more efficient. For further
details on Pirelli’s involvement in this project, reference is made to the section “WBCSD” of this
report.
There are numerous road safety initiatives implemented in the countries where the Group operates.
In Italy, in 2023, the partnership with the University of Milan Bicocca was strengthened and the circle
of contacts with neighbouring companies was widened, with whom an informal round table was set
up on the subject of mobility management and road safety in the area, issues on which
representatives of the city administration are constantly involved. This is also the background to the
the participation at the end of October in the seminar “Muoversi in sicurezza: incidenti stradali,
comportamenti a rischio e prevenzione” (“Moving safely: road accidents, risk behaviour and
prevention”) for students at the Bicocca University, which was also attended by the Traffic Police
and other experts on the subject. Still in the field of road safety activities aimed at young people is
an annual meeting at the Istituto Tecnico Don Orione di Fano (PU) for the 2nd and 3rd high school
classes, where tyres and their characteristics were discussed, with particular focus on safety and
efficiency. The issue of sustainable and safe mobility for children was the focus of the initiative,
supported by Pirelli, Siamo Nati per Camminare (We are born to walk), promoted by the Genitori
Antismog association with the patronage of the Municipality of Milan and aimed at children in Milan’s
primary schools.
In 2023, work continued on two important regional and national projects, both with a particular focus
on sustainable mobility, understood here as safer, environmentally-friendly, efficient and accessible
mobility that strengthens national competitiveness through practical and scalable solutions: the
MOST (National Centre for Sustainable Mobility) and MUSA (Multilayered Urban Sustainability
Actions). Both are part of the actions envisaged within the PNRR and have a multi-year horizon, but
while the MOST is totally focused on sustainable mobility at a national level, the second has a
broader scope on the theme of urban regeneration, where mobility is in any case a fundamental
aspect but not the only one, and has a local perimeter focused on the Lombardy region and more
specifically on Milan. Pirelli in these projects acts on the one hand by contributing to the development
of sustainable tyres in terms of rolling resistance reduction, material sustainability and digital
integration, and on the other hand by foreshadowing the main characteristics of the city of the future
and identifying the mobility services that will enable its increasingly sustainable development. In the
United States and Canada, “Tire Safety Week” was organised, a series of initiatives on safe driving
that also involved other tyre manufacturers. In the UK, Pirelli made a donation to TyreSafe, an
organisation dedicated to spreading education about proper tyre maintenance and the danger posed
by defective or illegal tyres.
Pirelli Romania was the main sponsor of the largest and most important Sustainable Mobility Forum.
The event was attended by over 250 political figures, from the Romanian Prime Minister to
infrastructure and environment ministers, who discussed issues and solutions for a safe and
sustainable future in the field of road safety. During the 3-day Street Food Festival, Pirelli offered the
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children of Slatina (around 280 in all) the chance to try out F1 simulators and understand the
importance of road safety during the F1 Academy held in the city centre.
In 2023, Pirelli continued to invest in various initiatives in favour of road safety education on two
wheels. In particular, the commitment focused on collaboration with driving schools for the training
and development of practical and safe experience on the road, tracks and off-road. The various
initiatives include partnerships with the Enduro Republic, Motorace People, Tutti Pazzi per la Pista
and Scuola Motociclismo, as well as the days of free practice on the track organised directly by
Pirelli: the Pirelli Trackdays. Pirelli is also a partner of the main “adventouring” events that bring
participants closer to the off-road world.
Lastly, as in previous years, a section of the website was dedicated to driving tips, for summer and
winter, highlighting the important role played by the tyres in the active safety of vehicles and its
occupants.
TRAINING
The promotion of technical education at all levels and training are long-standing values that are well-
established in the history of Pirelli. The Group continues to benefit from technical and research
cooperation with various Universities in the world including the Politecnico of Milan, the Politecnico
of Turin, Bocconi University and the SDA Bocconi Business School and the Bicocca University of
Milan in Italy, the University of Craiova, the University of Pitesti in Romania, the University of Qingdao
in China, and the Technical University of Darmstadt, the University of Applied Sciences in Darmstadt
and the DHBW of Mannheim, Germany, to name a few.
The Company supports educational and didactic programmes that are able to give less fortunate
young people the tools to improve their condition; it contributes scholarships and research projects,
firmly believing in training as vital to individual growth and the economic growth of a country.
In China, Pirelli sponsored 40 scholarships for Science and Technology students of the University of
Qingdao. Meanwhile in Turkey, around 50 employees and their families participated in the Istanbul
marathon, contributing to TEGV, the education support institute tasked with advancing education
and universal modern values. Additional donations were also made to TEGV and the local Pirelli
Ortaokulu school. Pirelli Turkey also donated computers to students affected by the earthquake.
Pirelli Romania continued its support activities for the main technical schools in Slatina, offering more
than 200 students the chance to choose their career path as early as high school. 2023 was also the
year in which Pirelli Romania received the education award from Confindustria Romania for the
innovative and unique project developed together with the Faculty of Mechanics in Pitesti on
advanced tyre production techniques. 60 Master’s degree students have chosen to follow the
Master’s courses that Pirelli Romania has created for the University of Pitesti. Three other
universities, Craiova, Bucharest and Cluj Napoca, had the opportunity to collaborate with Pirelli
Romania on various academic projects. For the sixth year in a row, Pirelli offered scholarships to
students who also took part in factory practice sessions with Pirelli tutors. The Io Tifo Positivo
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programme involved 200 students from schools in the Slatina area to teach how to deal with bullying
and how to cheer in a positive way.
In Spain Pirelli offered space to host a student workshop, where students made a design to build a
single-seater racing car, and a motorcycle, to compete in the international race “Formula Student”
which saw the participation of nearly 500 teams from all over the world. In addition, Pirelli Spain
organised visits to Pirelli’s old production plants for high school and university students teaching the
tyre manufacturing process and the distribution logistics component.
In Germany Pirelli made a donation to a kindergarten in the Breuberg area where the funds went
towards outdoor equipment for various activities.
In Argentina, a donation of 100 books was made to High School No. 85 - Merlo, and a reading area
was created inside the school.
In the United States, Pirelli contributed to the Rise & Thrive project of the local Chamber of
Commerce in Rome, Georgia, which aims to develop skills applicable in the local industrial fabric. In
addition, he contributed to projects at several schools in the Rome, Georgia area, including at two
College & Career Academies, for technical training.
In Italy, during 2023, the Percorsi per le Competenze Trasversali e per l’Orientamento (PCTO)
project continued in Settimo Torinese. The project involves classes from chemical and technological
high schools in the area and aims to accompany the students belonging to the classes involved, in
order to guide them to discover what a company is, to support them in understanding the main
dynamics of company management and to help them in the delicate phase of professional choice
and orientation. Adhering to the project, Pirelli supports the territory in the promotion of school
excellence and internally promotes the management of generational diversity thanks to the
involvement, within the project, of senior Pirelli colleagues in the role of mentors and guides for the
young students involved.
SPORT AND INCLUSION
There is a close link between solidarity and sport, in a virtuous circle where commitment to sports
becomes synonymous with the commitment to promoting solidarity and ethics, especially amongst
young people. Getting young people involved in sport is a way to teach the notion of integration to
children from different social groups and helps prevent negative situations like isolation and solitude.
Since 1997, Inter Campus has developed social, flexible cooperation and long-term actions, in 30
countries around the world with the support of 300 local operators, using football as an educational
tool to offer needy boys and girls aged between 6 and 13 the right to play.
Since 2008, Inter and Pirelli, along with a local partner, have been running the Inter Campus social
project in Slatina, Romania. The sports and recreational activities are organised for the entire year,
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involving over 100 children from different social contexts who have been learning team spirit, social
integration and the values of friendship through football for years.
Since 2012, Pirelli and Inter have replicated the experience of Inter Campus in Mexico: Inter Campus
Silao, near the Pirelli factory, inaugurated by President Felipe Calderon, involves about 130 children
from the area. Following the pandemic, sporting activity resumed with much enthusiasm on the part
of the participants. Pirelli also started a partnership with the Bravos baseball team in the city of Leon;
together they created an energy-saving campaign and donated 20 wheelchairs.
In Russia, Pirelli organised sports activities for children from three orphanages in the Voronezh area.
In Brazil, Pirelli has supported football, volleyball and judo programmes; through the Seci Social
football programme in Santo Andrè it involves around 450 children in after-school activities.
In the United States Pirelli sponsors a football programme at the YMCA in Rome, Georgia while in
Germany Pirelli has supported a young jump rope team for participation in the world championship
in Colorado, USA. The company in Germany also made donations to three local sports associations
and supported a football tournament for teenagers.
SOCIAL SOLIDARITY
The responsible approach taken by Pirelli to involvement and inclusion takes the form of social
solidarity activities worldwide.
In Spain, the company supports the Fundacio del Convent de Santa Clara, which runs programmes
to supply food to needy families. Pirelli has permanently provided a 350 m2 warehouse to store food
for those in need. In 2023, the space was expanded to store medical supplies awaiting shipment to
a hospital in Ukraine.
In Argentina, Pirelli in partnership with the “Dejemos una Huella” (“Let’s Leave a Mark”) association
set up a volunteer programme through which Pirelli employees supported families impacted by a
severe storm by donating bedding and medical supplies. Toys were donated to the Todavia es
Tiempo foundation to benefit more than 250 families, and a donation of Christmas items was also
made to the families of the Avellaneda sports and cultural club. In addition, 6 tyres were donated to
the fire brigade of the city of Merlo,
In Moscow, Pirelli since 2015 has contributed to the “Chance” project, which provides private lessons
to about 600 orphans from various orphanages. In Kirov, Pirelli donated funds and chairs to the
Nadezhda orphanage, and in Voronezh Pirelli gave gifts to the elderly, support to motherless
children, and support to the orphanage in Anna. Pirelli also donated 590 tyres for the ambulances of
the most important hospital in the city of Voronezh. Tyres for emergency vehicles were also donated
in Germany and Turkey.
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In Romania, 70 disadvantaged families received significant help during the Christmas holidays from
Pirelli employees. Toys, clothes, personal hygiene products and food were donated.
In Turkey Pirelli made a Mother’s Day donation to an association that works to protect children.
In China, Pirelli has for many years supported the Yanzhou Charity Institute, an association that aims
to help children in difficult situations locally, and has also made donations to the Jiaozuo Red Cross.
Meanwhile, in Germany, Pirelli made a donation to “Aktion behindertes Kind” to support the
Finkennest youth home for children with disability. Pirelli Nordic AB donated to the Giving People
association to support children in situations of social exclusion and poverty in Sweden.
In Greece, Pirelli bought and offered gifts during Christmas to the Children’s Social Care Unit
“Paidopolis Agios Andreas”, which houses 34 children and adolescents who are found to be
unprotected and without family care.
In Brazil, Pirelli supported several social solidarity activities: “Aprender Brincando”, an after-school
project with activities for 230 children; “Educandario”, a programme for a public school for children
from kindergarten to middle school, and finally “Projeto Guri”, an important musical activity involving
198 children and young people.In Mexico and the United States, donations were made to the non-
profit organisation United Way and the local government, a new after-school project in Puerto Interior
in Silao, near the Pirelli factory. The initiative, called “Rodando Juntos por la Niñez”, involves about
150 children from the disadvantaged population, aged between 5 and 12. The children are offered
workshops divided into five areas: socio-emotional, educational reinforcement (to resume the
teaching lost in the Covid-19 era), hygiene and health, environment, and life projects (to stimulate
the children to set short- and long-term goals and learn discipline and decision-making). In the United
States, Pirelli also contributed to United Way for local activities, the Boys & Girls Club of Northwest
Georgia, an after-school programme for underprivileged children, and “Toys for Tots”, an association
that collects toys at Christmas and distributes them to underprivileged children.
Also in Mexico, Pirelli, facing an emergency following an increase in stray dogs, created a kennel
adoption service. A team of Pirelli volunteers took care of collecting the dogs, their hygiene and
vaccinations, and an adoption programme with local families.
Also in Germany the company supported a local fire brigade initiative through donations, and in the
UK Pirelli sponsored the Caring for the Community category at the Pride of Cumbria Awards.
HEALTH
It should also be mentioned that in Brazil Pirelli supported the Pequeno Principe paediatric hospital,
one of the most important paediatric complexes with an advanced surgery and oncology centre.
In Argentina Pirelli has donated paper and prepared tyres for the sale of materials with the aim of
raising money for the foundation that assists the families of children at the Garrahan Hospital,
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Argentina’s main hospital specialising in cancer treatment. In Spain a high-profile partnership has
been created with www.drivercenter.es where 5% of the proceeds from Pirelli tyre sales will be
donated to the Hospital Sant Joan de Déu de Barcelona for the research and treatment of diseases
in children. Also in Spain, a donation is made to the Alex foundation to support a programme to
detect the incidence of cancer in people with intellectual disabilities.
In Romania, more than 20 Pirelli employees ran a marathon and participated in fundraising for the
disabled in Slatina. 150 Pirelli employees donated blood for the sick in Slatina hospital in a campaign
that lasted three days. Pirelli Germany donated to two associations, including the UN Refugee
Agency to help victims of the earthquakes in Turkey and Syria. Pirelli Benelux also donated in
support of the victims of the two earthquakes through the association My Time for Turkey and Syria.
In the Netherlands, a donation was made to the foundation Stichting Vrienden van het Sophia for a
programme dedicated to children’s health.
ENVIRONMENTAL INITIATIVES
In line with the company’s vision of sustainability, Pirelli supports various environmental projects
around the world.
In Mexico, Pirelli coordinated a “llantaton” (a “tyre-a-thon”), i.e. the collection of about 15,000 end-
of-life tyres in the municipality of Leon, to promote local hygiene. The collected tyres were used as
fuel for cement factories. In Greece, the company established a partnership with ‘iRECYCLE -
SOCIAL RECYCLING PC Dimitrakopoulos Georgios’ where 67 end-of-life Pirelli electronic units
were donated to be repaired and given a second one for charitable purposes.
Reforestation is a core value for Pirelli. In Mexico, Pirelli renewed the agreement with the Institute of
Ecology of the State of Guanajuato to care for a total of 50 hectares, in the “Cuenca de la Esperanza,”
a protected area. Over the years, Pirelli has been responsible for planting more than 35,200 native
trees in the area.
In the US, Pirelli partnered with The Nature Conservancy and Berry College in Rome, Georgia, to
restore the Longleaf Pine species to the local mountains. Pirelli also made a donation to the Coosa
River Basin Initiative.
A container for plastic caps was placed inside the Merlo factory in Argentina for reuse in the Garrahan
hospital and a donation was made to the packaging recycling cooperative “Reciclando Sueños”
(“Recycling Dreams”). In addition, 1526 end-of-life eco-bricks used in the canteen in Merlo were
handed over to the Qero association, which used them for the production of their “Easybricks” eco-
bricks.
In Romania, Pirelli employees furnished the school’s outdoor spaces with 100 children from the
Brancoveni school in Slatina, with the aim of teaching them how to protect the planet and take care
of plant organisms.
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Also in 2023, Pirelli’s commitment, in partnership with BMW, continued alongside Birdlife
International for the long-term production of sustainable, deforestation-free natural rubber in
Indonesia. The initiative involves part of the rainforest area of Hutan Harapan (Sumatra Island) and
will be developed through a series of initiatives aimed at protecting the indigenous community,
preserving a deforestation-free area of 2,700 hectares and protecting endangered animal species.
The various activities will be carried out in line with the objectives of the Global Platform of
Sustainable Natural Rubber (GPSNR). For more information, please refer to the chapter
“Sustainability of the natural rubber supply chain”.
CULTURE AND SOCIAL VALUE
The internationality of Pirelli also emerges from a love for culture, with initiatives that again in 2023
found a place in a number of countries around the world. The attention to culture, and even more
the commitment to preserve it, spread it and enhance it, are part of the DNA of the creation of social
value.
In Italy, the company’s commitment to activities that generate value for the territory is demonstrated
by its numerous and consolidated partnerships with prestigious national and international bodies and
institutions: in particular, in the world of art, culture and history with FAI (Fondo Ambiente Italiano),
Premio Campiello and Campiello Junior, Fondazione ISEC - Istituto per la Storia dell’Età
Contemporanea; in the world of theatre with Piccolo Teatro di Milano, Teatro Franco Parenti and
Teatro No’hma Teresa Pomodoro; in the world of music, with Fondazione del Teatro alla Scala,
Orchestra da Camera Italiana, Orchestra Sinfonica di Milano Symphony Orchestra, the Portofino
International Opera Competition, the Ravenna Festival and the MITO SettembreMusica Festival. In
Spain, a visit to the old Pirelli factory was organised, where some 60 local residents were welcomed
during the industrial tourism week organised by the Technical Museum of Manresa. In the UK Pirelli
supported the Carlisle Santa Dash through the donation of prizes and decorations and sponsored
the Carlisle Youth Club with Bronze membership.
In the field of music, Pirelli sponsors the Mozarteum project in Brazil, which in addition to organising
concerts promotes training programmes for new talent. Also in Sao Paulo, Pirelli in 2023 sponsored
the Museum of Modern Art, one of the most important museums in Latin America, and the Pinacoteca
de Sao Paulo. Pirelli also made a donation to the 16th Italian Film Festival in Brazil, which had an
audience of more than 100,000 people in 2023.
Pirelli Romania offered 220 pensioners in Slatina the chance to take part in a theatre show entitled
“Il Colonello” (“The Colonel”) free of charge. The cultural activity organised together with the Rotary
Club of Slatina also generated funds for five children with health problems.
In Germany, Pirelli supported a musical night of the Verein zur Forderung der Kirchenmusik in
Michelstadt. And in the US, Pirelli supported the Rome Symphony Orchestra.
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FONDAZIONE PIRELLI (PIRELLI FOUNDATION)
One of the missions of the Fondazione Pirelli, or Pirelli Foundation, established in 2008, is the
preservation of the Group’s historic and cultural heritage and the enhancement of its
corporate culture through initiatives with a strong social and cultural impact, exhibitions, as
well as in collaboration with other cultural institutions. During 2023, activities relating to the Pirelli
Group Archives and the enhancement of its corporate culture were developed in a programme
divided into various work sections. The main initiatives include:
“L’Umana Impresa” theatre project
The theatre training project “L’Umana Impresa. La fabbrica degli attori” (“The Human Enterprise, The
Actors’ Factory”) was curated by the Pier Lombardo Association in collaboration with the Pirelli
Foundation. Young actors, selected from among recent graduates of the Milan Academy of Dramatic
Art and led by director Stefano de Luca, staged a performance of Pirelli’s historical and contemporary
experience, marked by the rhythms and values of research, production, and commitment to social
and environmental sustainability issues. The training course concluded with the staging of a play in
the Sala Grande at Teatro Franco Parenti on 28 March 2023 for secondary schools and universities,
and on 3 April and 29 May 2023, respectively, for the public and for Pirelli employees. Overall, more
than 1,000 spectators attended the three performances. The show received the Corporate Heritage
Awards 2023 in the Events category at Confindustria in Rome.
Exhibition in memory of Giovanni Battista Pirelli
“Pirelli, a history of enterprise: industry, people, culture and innovation. Giovanni Battista Pirelli, from
Varenna to the development of a great international company” is the exhibition curated by the Pirelli
Foundation in collaboration with the Municipality of Varenna, set up inside the Church of Santa Marta
in Varenna (1-25 April 2023). The exhibition was inaugurated in the presence of a Pirelli delegation
and representatives of the institutions, as part of a programme that also included the unveiling of the
plaque affixed to the founder’s birthplace, in the district of Giovanni Battista Pirelli.
Podcast “Risuona”
“Risuona” (“Resonate”) is a podcast series produced by Chora Media and promoted by the Pirelli
Foundation, available on the main free audio platforms. Over the course of four episodes, the
narrating voice of Gino De Crescenzo, aka Pacifico, cycles through the streets of Milan telling stories
of work, business culture and innovation. A journey through memories, testimonies, and materials
from the Pirelli Historical Archives, evoking resonances between past and future. A total of 1,428
podcast episodes were downloaded. The project was presented to the public on 4 October 2023
during an event attended by over 100 people.
Short film “Noi Siamo”
The short film “Noi siamo” (‘We Are”) is a Pirelli Foundation project produced by Muse Factory of
Projects. The short film is available in Italian and English and uses the language of film to narrate
Pirelli’s corporate culture, represented as a stage setting for the arts and technology. It is a narration
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through images inspired by Bertolt Brecht’s “Life of Galileo”, which crosses the different areas of
corporate culture: theatre, music, art, research, innovation, to emphasise the inseparable
combination of artistic and scientific creativity that has always characterised Pirelli’s identity. The film
was premiered at the International Documentary Festival “Visioni dal Mondo” (Milan, 14-17
September 2023). A website dedicated to the project was also created with backstage content,
trailers and in-depth texts.
Publishing project “L’Officina dello Sport”.
Archive research has begun for the publishing project “‘L’Officina dello Sport”. The book will be
published in spring 2024 by Marsilio Editori in an Italian version and a separate English version.
Institutional contributions, stories by international names and essays will interpret the world of sport
as knowledge, expertise, community and competition. Thematic files on the sporting fields that have
featured Pirelli throughout its history will complete the volume. The book will be illustrated with
previously unpublished plates by artist Lorenzo Mattotti, accompanied by images from the
company’s historical archive and will have a dedicated digital feature.
“Il Premiolino” Prize for Journalism
Pirelli has supported “Il Premiolino”, the historic award given annually to journalists from print, radio,
television and new media as a career prize and for their contribution in the field of press freedom.
Since 1960, the Prize has been one of the oldest and most important awards for the world of news.
The award ceremony was held on 2 October at the Piccolo Teatro Grassi in Milan. A website
dedicated to the project was also set up and can be accessed at www.ilpremiolino.it.
Exhibition “Leonardo” organised by Confindustria
On 20 June 2023 was inaugurated, at the Central Public Library in Washington D.C., the
monographic exhibition “Imagining the Future. Leonardo da Vinci: the soul of Italian genius”,
organised by Confindustria with the main partnership of Pirelli. The exhibition brought Leonardo’s
Codex Atlanticus to the US capital for the first time with a selection of original plates, kept in Italy by
the Veneranda Biblioteca Ambrosiana in Milan.
Digital projects for the enhancement of the company’s historical heritage and its corporate
culture
The strengthening of digital tools and the schedule of communication activities continued: the
website www.fondazionepirelli.org, together with the other hubs in the digital ecosystem, were visited
a total of 83,349 times. The monthly issues of the “Fondazione Pirelli e-news” newsletter reached
an average of about 2,100 contacts. The “Fondazione Consigli” section of the website was
implemented with the publication of 118 book reviews. As part of the digital projects dedicated to
promoting reading, we should also mention the reviews and video interviews published on social
channels and Vimeo for the “Premio Campiello 2023”, an initiative sponsored by Pirelli (post
coverage: 12,505). The social media accounts of the Pirelli Foundation (Facebook, Instagram, X
formerly Twitter) reached 15,750 followers (+ 6.5% vs 2022), with a coverage of about 6.5 million.
About 1,250 content items (posts and stories) were produced. The published videos reached a total
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coverage of about 1.2 million on the Facebook and Instagram platforms and were also conveyed
through the Vimeo channel, which totalled about 4,000 views. The data relating to the Facebook and
Instagram channels were taken from the Meta Business Suite platform, while the data relating to X
(formerly Twitter) were taken through the channel’s Analytics page. Also in 2023, the Pirelli
Foundation contributed to the implementation of editorial plans for the Pirelli Corporate channels.
PIRELLI EDUCATIONAL FOUNDATION: EDUCATIONAL AND TRAINING PROJECTS FOR
STUDENTS AND TEACHERS
The educational courses aimed at primary and secondary schools for the period January-May 2023
and the new 2023/2024 workshop programme “A parlar d’impresa...Viaggio tra parole, immagini e
suoni del mondo Pirelli” (Talking about business...A journey through the words, images and sounds
of the Pirelli world) (October-December 2023) involved a total of 3,123 students and 280 teachers.
The lessons were held both digitally and in person, and included guided tours of the Pirelli
Foundation, the company headquarters and the Bicocca district. Where requested and after signing
an agreement, PCTO (Percorsi per le Competenze Trasversali e per l’Orientamento) training credits
were awarded. Collaborations were also set up with the Research and Development Department for
visits to experimental and chemical laboratories. More than 200 teachers in February-April 2023
attended the new edition of the “Cinema & History” training and refresher course for teachers entitled
“Journey and Modernity. How industrial civilisation changed the way we move through the world”,
organised in collaboration with Fondazione ISEC and Cinema Beltrade.
In May 2023, the Pirelli Foundation welcomed the international finalists of the tenth edition of the
Physics Olympiad (Plancks), which was held in Milan, the participants visited the Historical Archive
and the laboratories of the company’s Research & Development Centre. On 12 October 2023, the
meeting ‘The World of Racing from A to Z’ was held for secondary schools during the 11th edition of
the Settimo Torinese Innovation and Science Festival, dedicated to the theme of language. On the
occasion of the 22nd Corporate Culture Week in November, the event “Parole in viaggio 2023. A
game that starts at school” dedicated to students aged 10 to 14 on the theme of reading, was held
in the Pirelli HQ Auditorium.
About 686 students took part in workshops organised by the Pirelli Foundation on the following
topics: technological innovations linked to tyre production, company history, advertising graphics.
Among the institutions involved: Politecnico di Milano, Università Statale di Milano Bicocca, Raffles-
Istituto di Moda e Design, Università degli Studi di Parma, University of Applied Sciences Esslingen
(Germany), Kent State University, Jiaotong University in Xi’an.
Initiatives to promote reading
Pirelli was also a sponsor of the 2023 edition of the Campiello Prize; in 2023 the Pirelli Foundation
also continued its commitment to promoting reading among the younger generations with the
Campiello Junior Prize, an award for Italian works of fiction and poetry for children between the ages
of 7 and 14. On 11 May at the Franco Parenti Theatre and the Pirelli Foundation in Milan, the winners
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of the second edition of the Prize, Davide Rigiani and Nicola Cinquetti, were announced at the Final
Ceremony of the sixty-first edition of the Campiello Prize. On 10 November, the ceremony for the
selection of the trio of finalists of the third edition of the Prize was held live streaming from the
Auditorium HQ Pirelli. The live broadcast was transmitted online on the Fondazione Pirelli website
and on the Campiello YouTube channel. The third edition will end in March 2024.
The shared library holdings of the Bicocca and Bollate libraries number over 9,500 titles in the
catalogue; the Bicocca library has over 1,800 loans, more than 2,700 total movements and over 700
users registered between the two libraries. The sending of the newsletter Biblionews, with reviews
and periodical updates on books and libraries, reached about 577 subscribers.
Meetings with authors: a number of meetings dedicated to employees were organised for the cycle
“Parole Insieme. Conversations from Pirelli Libraries” with writers Jonathan Bazzi, Fabio Stassi,
Benedetta Tobagi and Bernardo Zannoni.
Initiatives, events and tours to promote corporate culture
More than 4,800 people took part in online and in-presence activities in 2023, including:
- Museocity with “Progettare la luce: Pirelli e l’architettura dei luoghi di lavoro”;
- the FAI Spring Days, with guided tours of the Headquarters, the Bicocca degli Arcimboldi and the
Pirelli Foundation;
- “Pirelli, le architetture dell’industria. Da via Ponte Seveso al quartiere Bicocca”, guided tours
organised to mark the centenary of the annexation of Niguarda to the City of Milan;
- Archivi Aperti, with guided tours of the exhibition “Oltre la pista: la Formula Uno e i pneumatici che
hanno rivoluzionato la storia”;
- the 22nd Corporate Culture Week with the screening of the short film ‘WE ARE’ and guided tours
of the Headquarters.
Also in 2023, the Foundation supported the P Lunga training course, organised by the HR
Department, welcoming over 540 colleagues.
PROCESSING OF PIRELLI GROUP HISTORICAL ARCHIVE MATERIALS AND ASSET
MANAGEMENT
Historical Archive: 1,946 documents catalogued, 3,000 documents and 14,510 metres of film
digitalised, more than 1,930 documents restored (documentary, iconographic and research and
development fund, technical-scientific library sector magazines and audiovisual and photographic
funds). The archive holdings were implemented with the acquisition of posters and authors’ objects
(Lora Lamm, Raymond Savignac, Armando Testa, Massimo Vignelli) dating from the 1950s to the
1970s.
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LOANS OF MATERIALS TO THE EXTERNAL COMMUNITY, HISTORICAL AND
ICONOGRAPHIC RESEARCH AND PRODUCTION OF EDITORIAL CONTENT TO SUPPORT
THE BRAND
There have been numerous requests relating to the setting up of plants, trade fairs, events, Pirelli
offices in Italy and abroad, loans of materials for exhibitions and publications curated by other
institutions, historical videos and documentaries, interviews, theses by scholars and researchers.
Among the main ones:
for trade fairs, events, offices and factories: support in setting up the stand dedicated to Pirelli at the
presentation of the new company National Auto Parts in Riyadh (Saudi Arabia); Porsche GT
Trackday’s event in China; Driving Experience event in Thailand at the Bira International Circuit;
setting up of spaces inside the Trek Factory Racing shops; setting up of the Pirelli Cycling plant in
Bollate; new offices in Dubai and Japan; offices at the Breuberg factory and Driving Center Simulator
for exhibitions: ‘L’Ottocento a Villa Farnesina’, an exhibition organised by the Associazione Amici dei
Lincei at Villa Farnesina (12 January-25 February 2023); ‘Birth: being born is not enough’, the first
exhibition of the Museo Diffuso Bicocca (MuDiB) at the University of Milan-Bicocca (6 October-31
December 2023); ‘Bruno Munari. La leggerezza dell’arte”, organised in Verona by Eataly Art House
(E.ART.H.), (12 October 2023-31 March 2024); ‘Saperi visibili: un secolo di oggetti del made in Italy
attraverso il packaging” (4-28 November 2023, Spazio Murat in Bari) curated by Chiara Alessi,
organised by the Club delle Imprese per la Cultura di Confindustria Bari e BAT (Barletta Andria
Trani); “From Workers to Students” (6 November 2023-31 July 2024), set up on the occasion of the
25th anniversary of the birth of the Università degli Studi di Milano-Bicocca; “ADI Design Museum”
(Bund 18, Shanghai, 8 November 2023-5 February 2024), exhibition dedicated to the Compasso
d’Oro Award;
for publications: volume “The Graphic Design Bible” (Ilex Press - Octopus Publishing Group);
exhibition catalogue “Italy - l’Alliance Graphique Internationale” (Corraini editore); volume “Atlas of
Car Design” (Phaidon editions); essay on the advertising campaign “Power is nothing without control”
published by Plymouth University publishing house; book “Le ossa dei Caprotti. Una storia italiana”,
published by Feltrinelli; articles on the history of Pirelli in the nautical world in sector magazines;
publication on the heritage of the changing landscape for the University of Warsaw; doctoral thesis
entitled “The influence of companies in the rubber industry on Europeanization from the 1950s to the
1980s”; thesis on the photographer Aldo Ballo (Università Cattolica del Sacro Cuore); thesis on Pirelli
company magazines (Università Cattolica del Sacro Cuore);
for films and documentaries: use of clips from a Pirelli Carousel from the series “Mammut, Babbut
and Filiut” in the film “La luce nella masseria”, a television script produced by Eliseo Entertainment
in collaboration with Rai Fiction.
Also in 2023, there was participation in seminars and conferences dedicated to Pirelli’s corporate
culture.
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PIRELLI HANGARBICOCCATM
Pirelli HangarBicoccaTM, a foundation dedicated to the production and promotion of contemporary
art, is a reference institution for the international art industry, for the public and for the territory.
A totally free, accessible and open museum complex, it is a place for experimentation, research and
dissemination where art is the cue for reflection on the most topical issues of contemporary culture
and society. Cultural activities include major exhibitions, a programme of in-depth events, a
publishing activity, and educational and training proposals.
In line with its mission, in 2023 Pirelli HangarBicoccaTM hosted solo exhibitions by leading national
and international artists in the context of a programme that has distinguished itself for its curatorial
rigour and for its particular attention to site-specific projects capable of dialoguing with the unique
characteristics of the space. The artistic programming of 2023, curated by Artistic Director Vicente
Todolí, presented artists with a high international profile, alternating solo exhibitions by well-
established names with exhibitions of younger or emerging artists.
In addition, the focus on the communities of the city and the surrounding neighbourhood is made
tangible by an structured popular, educational and training offering, conceived in correlation with the
exhibitions, which makes Pirelli HangarBicoccaTM both a resource and a reference institution for the
area, within a vision of “Corporate Citizenship”.
During the year a total of 130,058 visitors (in physical attendance) visited 4 major temporary
exhibition projects, in addition to the permanent installations I Sette Palazzi Celesti 2004-2015 by
Anselm Kiefer, La Sequenza by Fausto Melotti and the mural entitled Efêmero by OSGEMEOS.
To facilitate a better understanding of the art themes, visitors were given free printed guides to the
exhibitions and permanent installations in Italian and English.
The exhibition projects of 2023 were:
- Gian Maria Tosatti, “NOw/here” (from 23 February to 30 July 2023). The Italian artist’s
exhibition presented two cycles of paintings specially produced for the exhibition at Pirelli
HangarBicoccaTM.
- Ann Veronica Janssens, “Grand Bal” (6 April to 30 July 2023). The project presented the
most comprehensive selection of works in dialogue with the architecture of Pirelli
HangarBicoccaTM. Some of these involved the visitor in an active fruition aimed at exploring
the space.
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Thao Nguyen Phan’s “Reincarnations of Shadows” (from 14 September 2023 to 14 January
2024), organised in collaboration with Kunsthal Charlottenborg, Copenhagen, retraced the
historical events of Vietnam, reflecting on the environmental and social changes linked to the
exploitation of natural resources and the destruction of the landscape by human beings. For
the exhibition, Pirelli HangarBicoccaTM produced the unpublished video installation
Reincarnations of Shadows (moving-image-poem) in collaboration with the In Between Art
Film Foundation.
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-
James Lee Byars (12 October 2023 to 18 February 2024). The retrospective, organised with
Museo Nacional Centro de Arte Reina Sofía, Madrid, brought together large-scale works from
international museum collections rarely exhibited in Italy.
During the year, the presentation of each of the four exhibitions was accompanied by the production
of a bilingual catalogue, in Italian and English, published by Marsilio Editori with Pirelli
HangarBicoccaTM. The publications are on sale at the institution’s bookshop and e-shop as well as
through the publisher, distributed nationally and internationally. The catalogues are also given as
gifts to directors of international institutions, art historians, curators, journalists, as well as to people,
libraries and archives of reference in the field of culture and contemporary art in order to share the
research activity developed at Pirelli HangarBicoccaTM and to contribute to the study and cultural
debate of today.
To accompany Gian Maria Tosatti’s an in-depth volume on the artist’s research in recent years has
been produced. The book brings together detailed photographic documentation of the two previously
unpublished pictorial cycles Portraits (2022) and NOw/here (2023) created specifically for the spaces
of Pirelli HangarBicoccaTM.
For the Ann Veronica Janssens retrospective, the catalogue traces her career with the most
complete record of her work, from historical works to new productions. Enriched with a detailed
iconographic archive, the book delves into the conceptual developments and formal variations of the
body of work through various textual contributions.
On the occasion of Thao Nguyen Phan’s solo exhibition, the most extensive monograph ever
devoted to the artist was published. The exhibition project arose in the context of a fruitful
collaboration with Kunsthal Charlottenborg in Copenhagen and the volume presents views of
international curators and critics, including Filipa Ramos’ essay on the relationship between the
artist’s practice and environmental issues.
Finally, to coincide with the James Lee Byars retrospective, a monograph has been published that
delves into the themes of the exhibition through detailed worksheets accompanied by a selection of
historical images. The volume also traces the artist’s performances in Italy in a visual chronology.
The Public Programme kicked off with an evening inside Dineo Seshee Bopape’s exhibition with
guests addressing the themes of colonial heritage and its wounds, including the scholar Lucrezia
Cippitelli, the poet Fedoua El Attari and the writer and activist Marie Moïse. In February, an important
collaboration with Triennale Teatro saw the co-production of a performance by the legendary
musician Meredith Monk, who also held a conversation with the director of Munich’s Haus der Kunst
Andrea Lissoni in the spaces of the Bruce Nauman exhibition. In May, the Ann Veronica Janssens
exhibition hosted a conversation between the artist and curator Roberta Tenconi; a highlight was the
presentation, in the same month, of a weekend of dance with Anne Teresa de Keersmaeker, with
an unprecedented choreography entitled ‘It will rain’ in the same exhibition. The autumn was opened
by a conversation between the artist Thao Nguyen Phan and the Director of Exhibitions of the EYE
Film Museum in Amsterdam Jaap Guldemond; also dedicated to Thao Nguyen Phan’s exhibition
was a lecture by the British scholar Jennifer Higgie in November and a lecture by the scholar
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Alessandra Chiricosta in December followed by a concert by the Vietnamese musician Nguyen Than
Thuy. The Public Programme dedicated to James Lee Byars opened, also in November, with a
meeting with Stephan Khöler, curator and collaborator of the artist.
Among the special projects in July was the second edition of the festival linked to the Milano Re-
Mapped project, conducted in collaboration with the Milano-Bicocca University and with the support
of the Cariplo Foundation and the Lombardy Region. The festival took place in the museum’s indoor
and outdoor spaces and saw the involvement of a number of local cultural realities: Spazio Serra,
Zona K and Fritto FM, active in the fields of visual and performing arts and music.
In 2023, for the third year running, Pirelli, on the occasion of the Grand Prix in which it is title sponsor,
has commissioned an Italian artist, together with Pirelli HangarBicoccaTM, to create the trophy,
helping to create a tangible link between contemporary expressiveness and Formula 1’s constant
drive for innovation. The trophies raised on 3 September on the podium of the Formula 1 Pirelli Gran
Premio d’Italia 2023 in Monza were designed by artist Ruth Beraha, following a process of artist
selection, curatorship and production monitoring followed by Pirelli HangarBicoccaTM.
As part of the training for teachers, the Education Department held the course Vedere significa
comprendere? Dall’identità reale a quella virtuale, for secondary school teachers in grades I and II,
designed together with the artists The Cool Couple, with the collaboration of the Degree Course in
Primary Education, Department of Human Sciences for Education “Riccardo Massa” of the University
of Milan-Bicocca. The course participants were involved in a participatory design process divided
into several meetings in blended mode.
All the School activities of the Education Department were designed in presence, intensifying the
number of courses with the workshop part taking place directly in the exhibition space. The School
programme involved around 5,800 students from schools of all levels during the year.
For the Kids programme, in-presence activities were conducted in connection with all the exhibitions
hosted, involving around 2,000 participants aged between 4 and 12 and their families.
June and July saw the presentation of “Edu Summer 2023”, a month-long project to explore the Ann
Veronica Janssens exhibition in collaboration with choreographer and dancer Marcella Fanzaga,
science and mathematics populariser Andrea Capozucca and artist Rebecca Moccia. Edu Summer
includes both free-access weekend workshops and weekly in-person summer camps for primary
and first-year secondary school children.
In December, the third edition of the special programme “Winter is coming” was presented, designed
to explore and discover the works of Thao Nguyen Phan’s exhibition through the characteristics of
watercolour together with painter and illustrator Alessandro Sanna. These activities were dedicated
to children between 7 and 10 years old with their families.
In October, the Educational team designed and conducted activities for secondary schools and for
children and families within the programme of the Fermhamente Festival, which develops and
deepens the relationship between art and science, held in the city of Fermo.
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The production of Kids Guides for temporary exhibitions continued, integrating texts and images with
interactive and explorative activities for the whole family. In particular, in collaboration with the
students attending the last year of the Liceo Linguistico ‘Artemisia Gentileschi’ in Milan, French and
English versions of the Kids Guide dedicated to Anselm Kiefer’s permanent installation were
produced.
For the adult public, guided tours were offered with the involvement of Pirelli HangarBicoccaTM’s
cultural mediators.
Pirelli HangarBicoccaTM continued its usual communications activities - through social planning,
WEB content, ADV, SEO, SEA - and press activities (through the training of international journalists,
the creation of press strategies and press conferences) to support the promotion and dissemination
of the institution, the exhibitions, the cultural events and the activities dedicated to members, children
and families.
Through the proprietary system of booking free tickets at the museum, subscribing to the mailing list
and selling products and services - Membership programme, guided tours, Kids activities and the e-
shop - the institution continued to acquire contacts of visitors who entered the exhibition space or
showed interest in the institution’s activities. This process further increased the number of contact
accounts registered on the Customer Relationship Management system. This number over the year
exceeded 110,000; according to the data tracked in the September-December four-month period,
57% of the visitors came from Milan and its province, 26% from the rest of Italy and 17% from abroad.
An intense communication and press office activity also supported the launch of the artistic
programming for the two-year period 2024-2025. On 5 December, the press conference was
attended by the Mayor of Milan Giuseppe Sala, Pirelli Executive Vice President and President of
Pirelli HangarBicoccaTM Marco Tronchetti Provera and Artistic Director Vicente Todolí, with New York
Times journalist Farah Nayeri moderating.
The Pirelli HangarBicoccaTM Membership programme is aimed at visitors who wish to take part in
the life of the institution through dedicated activities, becoming members of a community that shares
passion and interest in contemporary art. During 2023, there were 378 active members. Members
were granted early access to exhibitions and curator-led tours. Reserved seats at Public Programme
events and discounts at the Bookshop or affiliated institutions were also guaranteed.
Pirelli HangarBicoccaTM hosted numerous major events, including the Tod’s and Versace fashion
shows. It hosted the annual convention of the sales force of Helvetia Assicurazioni and Generali, the
celebratory dinner of the Coesia group, the Edenred group convention, the prize-giving dinner of the
San Pellegrino Young Chef Award contest, the Markit event and the customary Charity Dinner of
Progetto Itaca. The foyer and reading room hosted smaller events such as some training days of the
Allianz group, the Christmas event of Prysmian and the event of MCO International.
During the year the selection of books on sale at the Bookshop was also expanded to include titles
by new publishers.
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The e-shop, which has been in operation for two years, generated revenues of 12% of total sales of
products and services.
In 2023, Pirelli HangarBicoccaTM also expanded and fostered the involvement of Pirelli employees
in its activities with a view to “Workforce Training & Welfare”:
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through the adoption of the design-driven approach, a project was developed to involve Pirelli
employees
in brainstorming moments aimed at broadening awareness of Pirelli
HangarBicoccaTM within the Pirelli context. The project, the result of collaboration with the
Management Engineering and Design Departments of the Politecnico of Milan, involved the
participation of resources from the institution and Pirelli from different departments.
In February, in collaboration with Learning by Pirelli, a new training experience was carried
out involving some groups of colleagues currently in the second year of the Warming Up path
(New Graduates onboarding programme). Starting from the direct and immersive experience
among the works of Bruce Nauman’s exhibition, the participants were gradually accompanied
to reflect on their own path and on their ability to use differentiated filters and new reading
keys to move effectively within the corporate context.
- Again in collaboration with Pirelli’s Learning division, an in-person event was organised in
November for those enrolled in the Plunga path, during which participants had the opportunity
to learn more about the relationship that binds Pirelli HangarBicoccaTM to the company and
to visit the temporary exhibitions by Thao Nguyen Phan and James Lee Byars and the
permanent installation by Anselm Kiefer.
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The long-standing collaboration with the Welfare and Engagement division also continued
with the organisation of guided tours for adults and creative itineraries for children and
families during Pirelli’s Open Day. On that occasion the institutional video of Pirelli
HangarBicoccaTM was shown in rotation in the Auditorium.
- A tour of the exhibition space dedicated to the Pirelli Executive Group was organised. The
event was attended by colleagues from all the group’s subsidiaries at the end-of-year cocktail
dinner.
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191 employees joined the Membership programme free of charge and more than 1,000
employees visited the space in 2023.
- All the catalogues and books published by Pirelli HangarBicoccaTM are in the library at Pirelli’s
Bicocca headquarters, available to employees.
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Pirelli & C. S.p.A. – 2023 Annual Report
REPORT ON CORPORATE GOVERNANCE
AND SHARE OWNERSHIP OF PIRELLI & C. S.P.A.
PURSUANT TO ART. 123-BIS OF THE CONSOLIDATED LAW ON FINANCE (TUF)
(TRADITIONAL MODEL OF ADMINISTRATION AND CONTROL)
(REPORT APPROVED BY THE BOARD OF DIRECTORS OF PIRELLI & C. S.P.A. ON 6 MARCH 2024 IN
RELATION TO THE YEAR ENDED ON 31 DECEMBER 2023. THE REPORT IS ALSO AVAILABLE ON THE
WEBSITE WWW.PIRELLI.COM)
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GLOSSARY
Annual General Meeting: the Company’s Shareholders’ Meeting called to approve Pirelli’s annual
financial statements as of 31 December 2023.
Borsa Italiana: Borsa Italiana S.p.A.
Camfin: Camfin S.p.A., a company established under Italian law controlled by Marco Tronchetti
Provera through MTP&C, with registered offices in Milan, Via Larga no. 2, Tax Code, VAT and Milan-
Monza Brianza-Lodi Companies Register number 00795290154.
ChemChina: China National Chemical Corporation Limited, a company established under Chinese
law, directly controlled by Sinochem Holdings, with registered offices at 62 West Beisihuan Road,
Haidian district, Beijing (People’s Republic of China), registered with the State Administration of
Industry and Commerce of the People’s Republic of China, registration number 100000000038808.
CNRC: China National Tire & Rubber Corporation Ltd., a company established under Chinese law,
directly controlled by ChemChina, with registered offices at 62 West Beisihuan Road, Haidian district,
Beijing (People’s Republic of China), registered with the State Administration of Industry and
Commerce of the People’s Republic of China, registration number 100000000008065.
Civil Code: the Italian Civil Code approved by Royal Decree no. 262 of 16 March 1942 (as
subsequently amended and supplemented).
Corporate Governance Code: refers to the Corporate Governance Code of listed companies
prepared and approved in January 2020 by the Corporate Governance Committee and effective from
1 January 2021.
Code of Ethics: the Group’s Code of Ethics, of which the current version was most recently adopted
in 2023 and which sets out the general principles (transparency, correctness and loyalty) that inspire
the conduct and operation of the Group’s business. The Code of Ethics is available on the Website.
Corporate Governance Committee: the Italian Corporate Governance Committee for listed
companies, promoted by Borsa Italiana, as well as by ABI, Ania, Assogestioni, Assonime and
Confindustria.
Board of Directors: the Board of Directors of Pirelli & C. S.p.A.
Consob: the National Commission for Companies and the Stock Exchange.
Report Date: indicates 6 March 2024, the date on which the Board of Directors approved this Report.
Golden Power DPCM or the Decision: the Decree of the President of the Council of Ministers
adopted, following conclusion of the Golden Power Proceedings, and notified to the Company on 16
June 2023, whereby the special powers were exercised in accordance with the Golden Power
Decree (as defined below).
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Golden Power Decree: Italian Decree-Law no. 21 of 15 March 2012, setting out rules governing
special powers over corporate structures in the sectors of national security and defence and for
activities of strategic relevance in the sectors of energy, transport and communications, and
converted into Italian Law no. 56 of 11 May 2012, as subsequently amended and supplemented.
Key Managers: the persons identified in accordance with Art. 11, paragraph 10 of the Bylaws,
namely Pirelli’s managers who, by virtue of the duties and powers assigned to them, directly or
indirectly have the power and responsibility for planning, directing and controlling the Company’s
business and making decisions that can impact its evolution and future prospects.
Year: the financial year to which this Report relates, i.e. the year ending 31 December 2023.
Group: collectively Pirelli and its subsidiaries, as defined in art. 2359 of the Civil Code and art. 93
TUF.
MPI Italy: Marco Polo International Italy S.r.l., a company established under Italian law indirectly
controlled by Sinochem Holdings through ChemChina with registered offices at Piazzetta Umberto
Giordano 4, Milan-Monza Brianza-Lodi, Tax Code, VAT and Milan Companies Register number
10449990968.
MTP&C: Marco Tronchetti Provera & C. S.p.A., a company established under Italian law with
registered offices at via Bicocca degli Arcimboldi 3, Milan, with Tax Code, VAT and Milan-Monza
Brianza-Lodi Companies Register number 11963760159.
Pirelli or the Company: Pirelli & C. S.p.A., a company established under Italian law with registered
offices at viale Piero e Alberto Pirelli 25, Milan, with Tax Code, VAT and Milan-Monza Brianza-Lodi
Companies Register number 00860340157.
Pirelli Tyre: Pirelli Tyre S.p.A., a company established under Italian law controlled by Pirelli with
registered offices at viale Piero e Alberto Pirelli 25, Milan, Milan-Monza Brianza-Lodi Companies
Register number 07211330159.
Pirelli International Treasury: Pirelli International Treasury S.p.A., a company established under
Italian law, controlled by Pirelli with registered offices at viale Piero e Alberto Pirelli 25, Milan, with
Milan-Monza Brianza-Lodi Companies Register number 10523850963.
Golden Power Proceedings: the administrative proceedings established by the Golden Power
Decree on 6 March 2023 following notification of the indirect shareholder of Pirelli CNRC, in
connection with the Shareholders’ Agreement Renewal (as defined below) and which concluded with
the Company’s notification of the Golden Power DPCM.
Regulations of the Board: the Regulations, adopted by the Board of Directors on 3 August 2023,
which govern the methods of organisation and internal functioning of the Board of Directors itself, in
line with the recommendations of the Corporate Governance Code.
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Issuers’ Regulation: the Regulation approved by Consob resolution 11971/1999 (as amended and
supplemented) on the subject of issuers.
Related Parties Regulation: the Regulation approved by Consob resolution 17221 dated 12 March
2010 (as amended and supplemented) on the subject of related-party transactions.
Report: this Report on the corporate governance and share ownership prepared pursuant to art.
123-bis TUF.
NFD Report: the Consolidated Non-Financial Disclosure drafted in accordance with Italian
Legislative Decree no. 254 of 30 December 2016 relative to FY 2023, reported in the chapter “Report
on Responsible Management of the Value Chain” of the 2023 Annual Financial Report and published
on the Website.
Remuneration Report: the report on the Remuneration Policy and compensation paid, approved
by the Board of Directors on 6 March 2024, on the proposal of the Remuneration Committee, having
consulted with the Board of Statutory Auditors, drafted in accordance with Art. 123-ter of the TUF
and Art. 84-quater of the Issuers’ Regulation and published on the Website.
Shareholders’ Agreement Renewal: the shareholders’ agreement entered into on 16 May 2022 by
ChemChina, CNRC, SPV HK 1, SPV Lux, MPI Italy, Camfin and MTP&C, which came into force on
19 May 2023, the date of publication of the notice convening the Pirelli shareholders’ meeting for the
approval of the financial statements as at 31 December 2022 and the effect of which was suspended
from 19 May 2023 to 16 June 2023, the date on which the Government notified the Company and
the other parties concerned of the Decision. The essential content of the Shareholders’ Agreement
Renewal, to which reference is made for further information, is available on the Website
(www.pirelli.com).
Sinochem Holdings: Sinochem Holdings Corporation Ltd., a Chinese state-owned enterprise
(SOE), under the supervision of the State-owned Assets Supervision and Administrative
Commission of the State Council (SASAC) of the People’s Republic of China, with its registered
office at Xiong’an New District (People’s Republic of China), No. 001, Enterprise Headquarters Zone,
Start-up Area, Hebei District, registered with the State Administration of Industry and Commerce of
the People’s Republic of China under no. 91133100MA0GBL5F38.
Website: the institutional website of Pirelli containing inter alia information about the Company, can
be found at the Internet domain www.pirelli.com.
Auditing Firm: PricewaterhouseCoopers S.p.A.
SPV HK1: CNRC International Limited, limited company under Hong Kong law (People’s Republic
of China), indirectly controlled by Sinochem Holdings through ChemChina, with registered offices at
RMS 05-15, 13A/F South Tower World Finance CTR Harbour City, 17 Canton Rd TST KLN, Hong
Kong (People’s Republic of China), Hong Kong Companies Register number 2222516.
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SPV Lux: Fourteen Sundew S.à.r.l., a limited liability company (société à responsabilité limitée)
under Luxembourg law, indirectly controlled by Sinochem Holdings through ChemChina, with
registered offices at Rue Guillaume Kroll 5, L-1882, Luxembourg (Grand Duchy of Luxembourg),
with Luxembourg Companies and Commerce Register number B-195473.
SRF: Silk Road Fund Co., Ltd., Chinese company with registered offices at F210-F211, Winland
International Finance Center Tower B, 7 Financial Street, Xicheng, Beijing (People’s Republic of
China), registered with the State Administration of Industry and Commerce of the People’s Republic
of China, registration number 100000000045300(4-1).
Bylaws: the current bylaws of Pirelli, available on the Website, most recently amended by the Board
of Directors on 27 July 2023 in order to incorporate certain provisions of the Golden Power DPCM.
TUF: Legislative decree 58 of 24 February 1998, as subsequently amended and integrated (the
Consolidated Law on Finance).
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INTRODUCTION
The Report presents the corporate governance system adopted by the Company. This system is
consistent with the principles and the recommendations contained in the Corporate Governance
Code adopted by the Company by resolution of the Board of Directors passed on 22 June 2020,
confirmed by the Board of Directors on 3 August 2023.
Pirelli is aware that an efficient system of corporate governance is an essential element for achieving
the objective of sustainable value creation.
The Report was examined on 1 March 2024 by the Control, Risks and Corporate Governance
Committee, which ruled in favour of it and it was approved by the Board of Directors on 6 March
2024.
The information contained in the Report refers, where not expressly indicated, to the Financial Year.
1.
COMPANY PROFILE
Pirelli, with its 31 thousand employees and revenues of around 6.7 billion euros in 2023, ranks
among the principal global manufacturers of tyres and supplier of ancillary services, being the only
operator in the sector exclusively specialised in the Consumer segment (tyres for cars, motorcycles
and bicycles), with a globally-recognised brand. The Company has a distinctive positioning with
regard to High Value tyres, which are manufactured to achieve the highest levels of performance,
safety, quietness and road grip, with significant input from technology and/or customisation (i.e. ≥18”,
Specialities, Super Specialities and Premium Motorcycle tyres). In addition, the Company currently
holds a leadership position in the Car Prestige tyres segment, and in the radial segment of the
motorcycle tyre replacement market. Pirelli is also a leader in Europe, China and Brazil in the Car
≥18” tyre market in the replacement channel. At the end of the financial year, Pirelli boasts
geographically diversified production, with 18 production plants in 12 different countries and a
commercial presence in more than 160 countries.
For the sake of completeness, it should be noted that, pursuant to the Corporate Governance Code,
the Company falls within the definition of “concentrated ownership company” and “large company”.
The Company did not use any flexibility options admitted by the Corporate Governance Code.
For more details on Pirelli’s profile, also see the Website.
1.1 MODEL OF CORPORATE GOVERNANCE
Pirelli’s governance structure, hinged on the very best international practices, as ruled by Art. 3.4 of
the Bylaws, is structured according to the traditional model of administration and control.
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The following diagram summarises the Company’s current governance structure.
In compliance with the Code of Corporate Governance and the Bylaws, the Board of Directors has
established five board committees appointed to offer advice (see section 6 of the Report for more
details) and specifically:
- Strategies Committee;
- Appointments and Succession Committee;
- Remuneration Committee;
- Sustainability Committee;
- Audit, Risks and Corporate Governance Committee.
The Board of Directors has also established the Related-Party Transactions Committee, with duties
that include authorising related party transactions.
The external audit of the accounts is entrusted to PricewaterhouseCoopers S.p.A., a registered
auditing firm (see section 9.9 of the Report for further details). The Company’s Governance Structure
is completed by a Board of Statutory Auditors (made up of five standing and three alternate
members) with the functions of supervising administration and compliance with the law and Bylaws
(see section 11 of the Report for further details), and a Supervisory Body (made up of three
members, of whom one is also a standing auditor) with the functions of supervising the operation of
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and compliance with the organisation, management and control model adopted pursuant to Italian
Legislative Decree 231/2001 (see section 9.8 of the Report for further details).
Consistent with its tasks, the Board of Directors has defined the system and rules of corporate
governance of Group companies and the criteria and procedures for appointing members of the
bodies of affiliate companies, by means of a specific internal policy.
1.2 SUSTAINABILITY IN PIRELLI
For Pirelli, sustainability is a factor that is integrated into the Group’s growth strategies and business
and, with this in mind, Pirelli is constantly committed to promoting, developing and implementing a
sustainable business model for all its stakeholders in all aspects of its business.
The Board of Directors pursues the goal of sustainable success by:
- drawing up a sustainability plan which integrates the Company’s strategic plans and
monitoring of their implementation (for more details, see the NFD Report);
-
-
-
including, as part of its Remuneration Policy, ESG indicators for measuring the Company’s
management performance in its medium/long-term remuneration plans (for more details see
the Remuneration Report);
choosing a director in charge of sustainability issues (for more details see section 9.7 of the
Report);
the establishment of a board Committee offering support in analysing sustainability topics
linked to the corporate business, to corporate social responsibility and the analysis of topics
relevant to generating value in the long-term (for more details, see section 6.4 of the Report);
- periodically assessing, on an ongoing basis, the risks associated with business activities so
as to create long-term value for the benefit of shareholders (for more details see section 9);
- adopting a specific policy for dialogue with shareholders and stakeholders in the financial
market in which the Company operates (for further details see section 14.1 of the Report);
-
setting up a board Committee and supporting it in evaluating and making decisions in relation
to the internal control and risk management system (for further details see section 9.2 of the
Report).
The Company’s commitment to pursuing sustainable development is further confirmed by the
establishing of specific policies and procedures adopted by Pirelli, as better detailed in the NFD
Report.
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2.
INFORMATION ON THE OWNERSHIP STRUCTURE
2.1 STRUCTURE OF SHARE CAPITAL
On the Report Date, the issued share capital of Pirelli amounts to 1,904,374,935.66 euros fully paid,
and is represented by 1,000,000,000 ordinary shares without nominal value. Each share grants the
right to one vote. There are no other categories of shares.
It should be noted that the extraordinary shareholders’ meeting of Pirelli held on 24 March 2021
resolved to increase the share capital for cash for payment, in a divisible manner, with exclusion of
the option rights pursuant to art. 2441, paragraph 5 of the Italian Civil Code, for a total maximum
amount, including any premium, of 500,000,000.00 euros, to service the conversion of the “EUR 500
million Senior Unsecured Guaranteed Equity-linked Bonds due 2025”, to be paid up in one or more
tranches by the issue of ordinary shares of the Company with regular dividend entitlement, for a
maximum amount of 500,000,000.00 euros, exclusively to service the bond issued by the Company
named “EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025”, in
accordance with the criteria determined by the relevant bond regulations (the “Regulations”),
without prejudice to the fact that the final deadline for subscription of the newly issued shares is
established as 31 December 2025 and that if, as of that date, the share capital increase has not
been fully subscribed it will in any case be intended as increased by an amount equal to the
subscriptions collected and as of that date, with the specific authorisation for the directors to issue
the new shares as they are subscribed. No parts of shares will be issued or delivered and no cash
payment or adjustment will be made in lieu of said parts.
As of 24 July 2023, the conversion price of the bonds is 6.0173 euros, calculated in accordance with
the methods provided for in the Regulations.156
Additionally, the Bylaws do not provide for the possibility of increased voting rights or the issue of
shares with multiple voting rights.
2.2 SIGNIFICANT SHAREHOLDINGS OF CAPITAL
As of October 4, 2017, the date on which trading of the Company's shares began on Euronext Milan
organized and managed by Borsa Italiana, MPI Italy has declared control pursuant to Art. 93 of the
TUF over the Company, of which it holds approximately 37% of the share capital, without exercising
activities of direction and coordination. MPI Italy, in turn is indirectly controlled by Sinochem
Holdings, a state owned enterprise incorporated under the law of China, subject to control by the
State-owned Assets Supervision and Administrative Commission of the State Council (SASAC) of
the People’s Republic of China.
156 The conversion price stems from the adjustment made following the resolution of the Company’s shareholders’ meeting of 29 June
2023 to distribute a dividend of 0.218 euros per ordinary share.
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Note that, following the issuance of the Golden Power DPCM, the Board of Statutory Auditors
together with management have been performed analysis regarding the permanence of the control
by MPI Italy over Pirelli pursuant to both with Art. 93 of the TUF and IFRS 10; the aforesaid analysis
is still ongoing. Similar activity is being carried out by MPI Italy. Pending the outcome of the
mentioned analysis, the disclosure regarding MPI Italy's declaration of control at this stage has not
changed.
2.3 MANAGEMENT AND COORDINATION ACTIVITIES
The Golden Power DPCM has ruled that CNRC, the parent company of MPI Italy, must specifically
respect the commitment, inter alia, not to manage and coordinate Pirelli, as better detailed in section
2.5 of the Report.
Conversely, Pirelli exercises direction and coordination of numerous subsidiaries, having made the
relevant publication where necessary.
2.4
RESTRICTIONS ON THE TRANSFER OF SECURITIES: SECURITIES THAT CARRY
SPECIAL RIGHTS; EMPLOYEE SHARE OWNERSHIP: THE MECHANISM FOR
EXERCISING VOTING RIGHTS; RESTRICTIONS ON VOTING RIGHTS
The Bylaws do not impose any restrictions on the transferability of the shares issued by the Company
nor do they envisage any limitations to possession of Company shares nor any need to obtain
approval from the Company or other holders of securities.
No securities have been issued that carry special rights of control nor do the Bylaws envisage any
increased voting rights or the issue of multiple vote shares.
With regard to the shares owned by employees, there are no specific procedures or restrictions
governing the exercise of their voting rights.
There are no mechanisms that restrict the voting rights of shareholders, except for the terms and
conditions governing the exercise of the right to attend and vote at Shareholders’ Meetings, as
discussed in the next paragraph 15 of the Report.
It is noted that with the adoption of the Golden Power DPCM, the Council of Ministers has deemed
that the Company holds technologies of strategic relevance for national interests, as identified by
the Golden Power Decree and the related transposition regulations.
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2.5 SPECIAL GOVERNMENT POWERS
The Golden Power Decree regulates the special powers that can be exercised by the President of
the Council of Ministers in order to safeguard strategic businesses and assets. With the adoption of
the Golden Power DPCM, the Council of Ministers deemed that the Company holds technology of
strategic relevance to national interests, as identified by the Golden Power Decree and related
transposition regulations, and considered that the risks relating to such called for structural measures
that went beyond the temporary nature of the Shareholders' Agreement Renewal.
The Decision therefore envisaged, differently in respect of Pirelli and CNRC, the notifying party in
the Golden Power Proceedings, a series of rules - disclosed by the Company to the market last 18
June 2023 - aiming to set up a network of measures that together acted to protect Pirelli’s autonomy
and that of its management team, as well as the technologies and information of strategic relevance
held by the Company.
More specifically, the Decision ordered CNRC:
(i)
to respect the commitment not to manage and coordinate, as detailed below, merely by way
of example:
o
o
o
to ensure Pirelli complete autonomy in the management of relations with customers and
suppliers;
to guarantee that Pirelli prepares the strategic, industrial, financial plans and/or budget of
the Company or the Group independently;
to guarantee that Pirelli shall not be subject to instructions by the Sinochem Group;
o not to adopt any deeds, resolutions or communications that may suggest that Pirelli’s
decisions are the consequence of desires and instructions imposed upon it by CNRC;
o not to centralise treasury services or other financial coordination or assistance
departments (e.g. cash pooling), nor any other technical coordination departments (e.g.
integration of Pirelli’s computer systems into those of Sinochem Holdings, including those
of Pirelli’s Chinese subsidiaries);
o not to issue any orders or instructions and in any case not to coordinate the initiatives
regarding financial and credit-related decisions and research and development in Pirelli;
o not to issue any directives regarding any special transactions carried out by Pirelli
including, for example, the listing of financial instruments, acquisitions, disposals,
concentrations, contributions, mergers, spin-offs etc.;
o not to make any crucial decisions regarding the operating strategies of Pirelli or formulate
group strategic guidelines;
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(ii)
(iii)
(iv)
(v)
(vi)
o
to guarantee the absence of any organisational-functional connections between Pirelli,
on the one hand, and CNRC, on the other;
to undertake to ensure that the Chief Executive Officer of Pirelli, drawn from the majority
slate, is indicated by Camfin and that, consequently, of 12 Pirelli Directors, drawn from the
majority slate, 4 are appointed by Camfin;
to undertake to ensure that, similarly to the Agreement signed on 1 August 2019, the role of
General Manager be introduced, to whom the power to implement the business plan, budget
and routine management of Pirelli, shall be delegated;
to undertake to ensure that all Pirelli Delegated Bodies are identified exclusively from among
the Directors appointed by Camfin;
to ensure that the power of appointment and dismissal of the Directors and Deputy Directors
of Pirelli is deferred, in accordance with Article 11.9 of Pirelli’s Bylaws, to the Executive Vice
Chairman or Chief Executive Officer;
to undertake, alongside Pirelli, to ensure that the Bylaws are amended so that, in relation to
the board resolutions pertaining to the assets of strategic importance in addition to
appointment and dismissal from the office of Key Managers of Pirelli, the proposal is reserved
for the Chief Executive Officer and any decision contrary thereto may only be adopted with
the vote of at least 4/5 of the Board of Directors.
The following specific orders have also been laid down as applying to Pirelli:
a. to ensure that the Bylaws are amended so that, in relation to the board resolutions pertaining
to the assets of strategic importance as identified above in addition to appointment and
dismissal from the office of Key Managers of Pirelli, the proposal is reserved for the Chief
Executive Officer and any decision contrary thereto may only be adopted with the vote of at
least 4/5 of the Board of Directors.
b. to refuse any request that falls outside of the ordinary exercise of the prerogatives of the
shareholders and to implement any managerial or organisational initiative that originates from
parties attributable to the Chinese SASAC, with specific reference to requests regarding:
o
o
the sharing of information relating to technology covered by industrial property rights,
intellectual property rights or, in any case, any information relating to know-how
connected with such technologies, even if still under development;
the centralised treasury mechanism managed by the company Sinochem Holding;
o direct access to management and administrative information systems, including the
Enterprise Resource Planning (ERP) platforms of Pirelli and its subsidiaries, including the
Chinese branches;
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o
the transfer of ICT services, systems and assets of Pirelli Group companies to
infrastructures situated outside territory coming under European jurisdiction and/or
managed by subjects that can be traced to the Chinese government;
o
the transfer or sharing with subjects that can be traced to the Chinese government of any
data obtained or processed through CYBER technology.
The Decision states that Pirelli shall equip itself with a series of tools by which to protect the assets
of strategic importance, including Strategic Industrial Security Clearance (“NOSIS”), which
envisages limits to the accessibility of information as well as the establishing of an autonomous
security organisational unit, as detailed in section 12.2 of the Report.
The Decision envisaged that the implementation of the measures shall be monitored by the Ministry
for Enterprises and Made in Italy (“MIMIT”).
The Golden Power DPCM has also considered that any change to Pirelli’s corporate governance
must be notified in accordance with the Golden Power Decree.
2.6 SHAREHOLDERS’ AGREEMENTS
With reference to the shareholders’ agreements known to the Company in accordance with Art. 122
TUF, we note:
-
-
the Shareholders’ Agreement Renewal, which aims, amongst other aspects, to regulate Pirelli’s
governance, in line with the terms and conditions of the previous shareholders’ agreement signed
on 1 August 2019 between ChemChina, CNRC, SPV HK1,CNRC International Holding (HK)
Limited, SPV Lux, MPI Italy, SRF, MTP&C and Camfin, which had reached expiry of the three-
year term on 28 April 2023 (the “Shareholders’ Agreement”). The Shareholders’ Agreement
Renewal came into force on 19 May 2023 with the publication of the notice convening the
meeting of the Company’s shareholders, called to approve the financial statements at 31
December 2022 and its effect was temporarily suspended until the date of the notification to
Pirelli and CNRC of the Golden Power DPCM in accordance with the Golden Power Decree,
insofar as the Golden Power Proceedings were still ongoing at the date on which it came into
effect;
the shareholders’ agreement signed on 28 February 2023 by Brembo S.p.A. and Next
Investment S.r.l., with the parent company Nuova FourB S.r.l., on the one hand, and Camfin,
with the parent company MTP&C., on the other hand, concerning prior consultation both with
respect to the exercise of voting rights in shareholders’ meetings and with respect to any
purchases of Pirelli ordinary shares.
For more information on the provisions contained in the shareholders’ agreements referred to the
relevant essential information available on the Site, pursuant to Article 122 of the TUF and Article
130 of the Issuers’ Regulation.
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It is also noted that:
- during the Year, on 29 September 2023, the Amended and Restated Acting-in-concert
agreement between SRF and CNRC, reached expiry; this agreement had held certain clauses
relating in particular to the exercise of votes in Pirelli Shareholders’ Meetings by SRF over the
portion of the share capital held;
-
following Year end, on 8 January 2024, the investment agreement signed by Camfin and
Longmarch Holding S.r.l. (“LongMarch”) on 13 May 2020, subsequently amended on 30 June
2021, was terminated, in view of the signing of a New Investment Agreement between Camfin,
LongMarch, MTP&C, Longmarch Hongkong Holding Limited and Camfin Alternative Assets S.r.l.
(formerly S.p.A.). This latter agreement contains no provisions relevant in accordance with Art.
120 of the TUF.
2.7
CHANGE OF CONTROL CLAUSES
The most significant contracts containing clauses of this type, at the Report Date, are summarised
below.
2.7.1
PT EVOLUZIONE TYRES JOINT VENTURE
On 24 April 2012, Pirelli Tyre and PT Astra Otoparts tbk, an Indonesian company, signed a Joint
Venture Agreement in relation to PT Evoluzione Tyres, an Indonesian company incorporated on 6
June 2012 and operating in the production of motorcycle tyres in the plant of Subang, West Java.
Pursuant to this contract, in the event of a change in the ownership structure of one of the
shareholders that is deemed to be a change of control event, a put&call procedure could be activated
that, in the extreme case, might lead to the acquisition by Pirelli Tyre of the entire equity investment
held by PT Astra Otoparts tbk in PT Evoluzione Tyres, with the consequent termination of the joint
venture agreement.
2.7.2
SUPPLY CONTRACT WITH BEKAERT
The Company, which sold the steelcord business unit to Bekaert in 2014, has a contract in place
with Bekaert for the supply of steelcord, also in consideration of the contractual peculiarities
connected with the sale transaction.
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This contract includes a change of control clause whereby Bekaert has the right, inter alia, to
withdraw from the contract within 90 days after becoming aware of a situation in which a third party
acquires control of Pirelli.
2.7.3
SCHULDSCHEIN: MULTITRANCHE LOAN FOR A TOTAL OF 525,000,000 EUROS
On 26 July 2018 Pirelli concluded a “schuldschein” loan - guaranteed by Pirelli Tyre - for an original
total of 525 million euros (as subsequently amended, the “Schuldschein”), divided as follows: (i) 82
million euros maturing in 2021 (fully repaid in advance in January 2021); (ii) 423 million euros
maturing in 2023 (fully repaid in advance in several tranches, the last of which in January 2023); and
(iii) 20 million euros maturing in 2025.
The Schuldschein stipulates, inter alia, that Pirelli shall be required to repay the loan in advance
should certain events occur, including a change in Pirelli’s control structure, as set out below.
In particular, the change of control clause may only be invoked (except in specific cases permitted
under the loan agreement) if: (i) ChemChina ceases to hold, directly or indirectly, individually or
together with Camfin or another company controlled by Marco Tronchetti Provera or his close family
members, more than 25% of the voting shares of Pirelli; or (ii) ChemChina ceases to be, directly or
indirectly, individually or together with Camfin or another company controlled by Marco Tronchetti
Provera or his close family members, the relative majority holder of the voting rights in Pirelli’s
Shareholders’ Meeting (i.e. ceases to hold more voting rights than other parties that act individually
or together); or (iii) any other party (or parties acting together) appoints or removes the majority of
the members of the Board of Directors.
Any takeover by Camfin (or another company directly or indirectly controlled by Marco Tronchetti
Provera or his close family members) as the parent company of Pirelli, in place of ChemChina, would
not give rise to a change of control on condition that certain requirements are met, including the
requirement for Marco Tronchetti Provera or a person designated by him to be the Chief Executive
Officer of such company (notably Camfin or another company directly or indirectly controlled by
Marco Tronchetti Provera or his close family members) as well as Chief Executive Officer of Pirelli.
2.7.4
BILATERAL FACILITY EUR 600 MILLION 2019 5Y
On 22 January 2019, the Board of Directors authorised Pirelli to enter into a medium-long term
variable-rate bilateral loan guaranteed by Pirelli Tyre, in the amount of 600 million euros (the
“Transaction”).
The loan agreement (as subsequently amended) signed on 24 January 2019 in relation to the
Transaction prescribes, inter alia, that Pirelli must repay the Transaction early should certain events
occur, including changes in the control structure of Pirelli.
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Specifically, the change of control clause may only be triggered (except for the specific cases
permitted under the loan agreement) where an entity, or entities, acting in concert, other than
ChemChina, Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or his
close family members) and/or their subsidiaries and/or any person or persons acting in concert with
one of them (a) hold a relative majority of votes that can be exercised in Pirelli’s Shareholders’
Meeting; and (b) appoint or remove the majority of the members of Pirelli’s Board of Directors.
For clarification, the loan contract states that there will be no change of control if Camfin, MTP&C
(or any other company controlled by Marco Tronchetti Provera or by one or more of his close family
members) participate, directly or indirectly, in the control of Pirelli, or is entitled, by virtue of
contractual agreement, directly or indirectly, individually or in concert with one or more subjects, to
designate the CEO of Pirelli. The loan was paid back in full, early, in July 2023.
2.7.5
LICENCE AGREEMENT WITH AEOLUS
On 28 June 2016, Pirelli Tyre concluded an agreement (subsequently amended on 31 January 2019)
with Aeolus Tyre Co. Ltd, to licence patents and know how for the production and sale of industrial
tyres that expires on 31 December 2030, with automatic renewal unless cancelled by the parties.
Pursuant to the agreement, either party has the right to terminate the agreement in advance, by
notice to the other party, if CNRC should cease to be, directly or indirectly, the largest individual
shareholder of Pirelli.
2.7.6
BILATERAL LOAN EUR 125 MLN 2019 4Y
On 1 August 2019, the Board of Directors approved the stipulation by Pirelli of a 4-year variable rate
bilateral loan of 125 million euros (the “Loan”).
The loan agreement signed on 2 August 2019 stipulates, inter alia, that the Pirelli must repay the
Loan early should certain events occur, including changes in the control structure of Pirelli.
Specifically, the change of control clause may only be triggered (except for the specific cases
permitted under the loan agreement) where an entity, or entities, acting in concert, other than
ChemChina, Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or his
close family members) and/or their subsidiaries and/or any person or persons acting in concert with
one of them (a) hold a relative majority of votes that can be exercised in Pirelli’s Shareholders’
Meeting; and (b) appoint or remove the majority of the members of Pirelli’s Board of Directors.
For clarification, the loan contract states that there will be no change of control if Camfin, MTP&C
(or any other company controlled by Marco Tronchetti Provera or by one or more of his close family
members) participate, directly or indirectly, in the control of Pirelli, or is entitled, directly or indirectly,
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individually or in concert with one or more subjects, to designate the CEO of Pirelli. The loan was
paid back in full, early, in March 2023.
2.7.7 CLUB DEAL EUR 800 MLN ESG 2020 5Y
On 31 March 2020, Pirelli signed a new credit line in the amount of 800 million euros, guaranteed by
Pirelli Tyre, with a pool of leading Italian and international banks, with a maturity of five years. The
new bank facility is entirely sustainable, i.e. it is subject to economic and environmental sustainability
targets.
The New Loan agreement states, inter alia, that Pirelli shall be required to make early repayment of
the part made available by each lender should certain events occur, including changes in Pirelli’s
control structure.
Specifically, the change of control clause may only be triggered (except for the specific cases
permitted under the loan agreement) where an entity, or entities, acting in concert, other than
ChemChina, Camfin, MTP&C (or any other company controlled by Marco Tronchetti Provera or his
family members) and/or their subsidiaries and/or any person or persons acting in concert with one
of them (a) hold a relative majority of votes that can be exercised in Pirelli’s Shareholders’ Meeting;
and (b) appoint or remove the majority of the members of Pirelli’s Board of Directors.
For clarification, the loan contract states that there will be no change of control if Camfin, MTP&C
(or any other company controlled by Marco Tronchetti Provera or by one or more of his family
members) participate, directly or indirectly, in the control of Pirelli, or is entitled, directly or indirectly,
individually or in concert with one or more subjects, to designate the CEO of Pirelli.
2.7.8
EQUITY-LINKED BOND CALLED
GUARANTEED EQUITY-LINKED BONDS DUE 2025”
“EUR 500 MILLION SENIOR UNSECURED
On 22 December 2020, Pirelli completed the placement reserved for institutional investors of an
equity-linked bond with a nominal amount of 500,000,000 euros, maturing on 22 December 2025,
called “EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025” guaranteed
by Pirelli Tyre. The bonds were admitted for trading on the Vienna MTF – a multilateral trading facility
managed by the Vienna Stock Exchange.
As resolved by the Pirelli Shareholders’ Meeting on 24 March 2021, the bonds, which are non-
interest-bearing, will be able to be converted into ordinary shares of Pirelli subject to the approval by
the latter’s extraordinary Shareholders’ Meeting of a capital increase, with the exclusion of option
rights pursuant to art. 2441, paragraph 5, of the Italian Civil Code, to be reserved exclusively to
service the conversion of said bonds.
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The rules of the loan contained in the relevant terms and conditions (the “Regulations”) provide,
inter alia, that during the period of time set out in the Regulations, each bondholder shall be granted,
at their choice, if a certified Company change of control should occur or if the free float of the
Company’s ordinary shares (calculated as specified in the Regulations) should drop below a pre-set
threshold and should remain there for a certain number of open market days from the first day on
which it has dropped below such level (so called free float event), alternatively: (i) the right to request
early reimbursement at the bonds’ nominal value, by exercising a put option; or (ii) acknowledgement
of a new conversion price (if applicable even regulated based on the so-called cash settlement
amount mechanism), lower than the original and based on the time between the event and the bonds
expiring; all based on terms and procedures established in the Regulations.
In particular, the change of control can only be triggered (except in specific cases permitted under
the Regulation) if any entity, other than ChemChina, Sinochem Group Co., Ltd (“Sinochem Group”),
SRF, Camfin, MTP&C (or any other company controlled by Mr Marco Tronchetti Provera or his family
members) and/or their subsidiaries and/or any person or persons acting in concert with some of
them, acquires the absolute majority of the shares with voting rights following a public offering to the
shareholders, such that they hold or control the absolute majority of the voting rights that can be
exercised in Pirelli’s Shareholders’ Meeting; or if any person or persons acting in concert with any of
them, other than ChemChina, Sinochem Group, SRF or Camfin, MTP&C, or any other company
controlled by Mr Marco Tronchetti Provera or his family members, and/or by their subsidiaries and/or
by any person or persons acting in concert with the latter, holds/controls the absolute majority of the
voting rights of Pirelli’s Shareholders’ Meeting.
For clarification, the Regulation states that there will be no change of control if Camfin, MTP&C (or
any other company controlled by Marco Tronchetti Provera or by one or more of his family members)
participate, directly or indirectly, in the control of Pirelli, or is entitled, directly or indirectly, individually
or in concert with one or more subjects, to designate the CEO of Pirelli.
2.7.9
BILATERAL ESG FACILITY EUR 400 MLN 2021 3Y
On 11 November 2021, the Board of Directors authorised Pirelli to enter into a medium-long term
variable-rate bilateral loan in the amount of 400 million euros. The new credit line is secured by Pirelli
Tyre and subject to predetermined economic and environmental sustainability targets.
The loan agreement - signed on 23 December 2021 - stipulates, inter alia, that the Pirelli must repay
the credit line early should certain events occur, including changes in Pirelli’s control structure.
In particular, the change of control can only be triggered (except in specific cases permitted under
the loan agreement) if any entity, other than ChemChina, Sinochem Group, SRF, Camfin, MTP&C
(or any other company controlled by Mr. Marco Tronchetti Provera or his family members) and/or
their subsidiaries and/or any person or persons acting in concert with some of them, becomes the
owner, in aggregate, of more than 50% of the voting rights granted by the Company shares.
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For clarification, the loan contract states that there will be no change of control if Camfin, MTP&C
(or any other company controlled by Marco Tronchetti Provera or by one or more of his family
members) participate, directly or indirectly, in the control of Pirelli, or is entitled, directly or indirectly,
individually or in concert with one or more subjects, to designate the CEO of Pirelli.
2.7.10 CLUB DEAL EUR 1.6 BLN ESG 2022 5Y
On 11 November 2021, the Board of Directors also authorised Pirelli and Pirelli International
Treasury to enter into a new medium/long-term unsecured variable-rate loan, divided into two credit
lines guaranteed by Pirelli Tyre: one ‘Term’ (for 600 million euros) and two ‘Revolving’ (for a total of
1,000 million euros), based on predetermined economic and environmental sustainability objectives,
for a total amount no greater than 1.6 billion euros, with a pool of lending banks.
On 21 February 2022, the respective loan agreement was signed with 16 national and international
lending banks; the agreement provides – inter alia – that Pirelli and Pirelli International Treasury
shall be required to repay in advance the portion of the loan made available by each lender should
certain events occur, including a change in Pirelli’s control structure under terms and conditions
which are the same as those set out in the 2021 bilateral loan for 400 million euros signed on 23
December 2021 referred to in section 2.7.9.
2.7.11 EMTN PROGRAMME AND NOTES ISSUED IN 2023
On 23 February 2022, the Board of Directors, in the context of the Company’s refinancing strategy,
approved an EMTN (Euro Medium Term Note) programme for the issue of non-convertible, senior
unsecured bonds for a maximum value of 2 billion euros (“EMTN Programme”) to replace the
previous EMTN programme of 2 billion euros, approved on 21 December 2017 (“2017 EMTN
Programme”). In the context of the EMTN Programme, the Board of Directors authorised the issue
of one or more bonds - to be performed within 12 months of finalisation of the documentation - to be
placed with institutional investors by May 2023, for a maximum total amount of up to 1 billion euros.
As in the 2017 EMTN Programme, newly issued securities may be listed on one or more regulated
markets and guaranteed by Pirelli Tyre.
On 11 January 2023, in the context of the EMTN Programme, Pirelli started and successfully
completed the placement of its first sustainability-linked bond with international institutional investors,
for a total nominal amount of 600 million euros.
Pursuant to the EMTN Programme, bondholders will have the right to request early repayment of
securities (the so-called “Put option”) in the event of a Change of Control under the same terms and
conditions provided for the bilateral ESG eur 400 mln 2021 4y facility signed on 23 December 2021
and the Club Deal Eur 1,6 bln ESG 2022 5y referred to in section 2.7.9 and 2.7.10.
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2.7.12 EUR 400 MILLION “SUSTAINABILITY-LINKED” CREDIT LINE
On 22 June 2022, Pirelli’s Board of Directors approved the underwriting of a sustainability-linked
credit line with a select pool of international banks, for a total value of up to 400 million euros, with a
19-month maturity, enabling further optimisation of the Group’s financial structure.
The corresponding loan agreement - signed on 27 June 2022 - states, inter alia, that Pirelli is required
to repay the facility should certain events occur, including a change in Pirelli’s control structure under
terms and conditions that are the same as those provided for the bilateral ESG eur 400 mln 2021 4y
facility signed on 23 December 2021 and the Club Deal Eur 1.6 bln ESG 2022 5y referred to in
section 2.7.9 and 2.7.10. The loan was paid back in full in advance in several tranches during the
second half of 2023.
2.7.13
BILATERAL FACILITY EUR 300 MLN ESG 2023 2.5Y
On 11 May 2023, Pirelli’s Board of Directors approved the subscription of a bilateral loan for a
maximum amount of 400 million euros, maturing in February 2026.
This loan agreement - signed on 30 June 2023 for an amount of 300 million euros - states, inter alia,
that the facility can be cancelled and that Pirelli is required to repay the relevant drawdowns should
certain events occur, including a change in Pirelli’s control structure under terms and conditions that
are the same as those provided for the bilateral ESG Eur 400 mln 2021 3y facility, the Club Deal Eur
1,6 bln ESG 2022 5y and the Eur 400 mln “sustainability-linked” credit facility, referred to respectively
in sections 2.7.9, 2.7.10 and 2.7.12.
2.7.14
RCF EUR 500 MLN 2023 4Y
On 9 November 2023, Pirelli’s Board of Directors approved the signing of a revolving committed
credit facility with a select pool of international banks, for an amount of 500 million euros, maturing
in 4 years.
Under the scope of the agreement, Pirelli can parametrise the new credit facility with the new, more
challenging Science Based Targets, which the company will be defining in a new business plan,
having already achieved the decarbonisation objectives initially set for 2025, a whole two years early.
The loan agreement signed on 21 December 2023 stipulates, inter alia, that the facility can be
cancelled and that Pirelli must repay any drawdowns made against it should certain events occur,
including changes in Pirelli’s control structure.
In particular, the change of control can only be triggered (except in specific cases permitted under
the loan agreement) if any entity, other than Camfin (or any other company controlled by Mr Marco
Tronchetti Provera or his family members) and/or their subsidiaries and/or any person or persons
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acting in concert with some of them, becomes the owner of, or controls, in aggregate, more than
50% of the voting rights granted by the Company shares.
For clarification, the loan contract states that there will be no change of control if Camfin (or any
other company controlled by Marco Tronchetti Provera or by one or more of his family members)
participate, directly or indirectly, in the control of Pirelli, or is entitled, directly or indirectly, individually
or in concert with one or more subjects, to designate the CEO of Pirelli.
2.7.15
EMTN PROGRAMME UPDATE
On 11 May 2023, amongst others the Board of Directors resolved to approve the update and
amendment of the EMTN Programme pursuant to section 2.7.11. The Board of Directors has also
authorised the issue, to be executed within 12 months of the date of approval of the annual update
by the competent authority (this took place on 30 January 2024), of one or more debenture loans, to
be placed with institutional investors, for a maximum total amount of up to 1 billion euros. The new
issues may be settled in accordance with English or Italian law and the securities can be listed on
one or more regulated markets and will be guaranteed by Pirelli Tyre.
Pursuant to the updated EMTN Programme, bondholders will have the right to request early
repayment of securities (the so-called “Put option”) in the event of a Change of Control under the
same terms and conditions provided for the revolving loan pursuant to section 2.7.14.
* * *
For the sake of completeness, it should be noted that, in addition to the foregoing, as is customary,
some companies in the Pirelli Group have entered into contracts in the commercial sector (including
contracts for the purchase of goods and services and contracts for the sale of products) that provide
for a change of control clause concerning the interest held, directly or indirectly, by Pirelli in them.
This clause would therefore only apply if the Pirelli Group company left the group. It should also be
noted that, under the terms of certain local loans, any change of control of Pirelli could potentially
trigger, in the absence of appropriate liability management initiatives, the early repayment of the
respective amount disbursed locally and – in certain remote circumstances – may have a “cascading”
effect on the central loan agreements, entailing the requirement to make early repayment of the
respective amounts disbursed at Group level by virtue of the usual cross default/acceleration clauses
provided therein. With respect to such scenarios, the Group maintains available committed lines, in
the amount of 1.5 billion euros, sufficient to meet any liability management needs.
2.8 CLAUSES IN THE BYLAWS ABOUT PUBLIC OFFERS
The Bylaws do not envisage, in the event of a public takeover bid or exchange regarding Pirelli
securities, any derogations from the provisions governing the passivity rule envisaged by Art. 104,
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paragraphs 1 and 1-bis of the TUF, nor the application of the rule of neutralisation set forth in Art.
104-bis, paragraphs 2 and 3 of the TUF.
It is also noted that with the adoption of the Golden Power DPCM, the Council of Ministers has
considered the Company as holding technologies of strategic relevance for national interests, as
defined by the Golden Power Decree.
2.9 MANDATE TO INCREASE SHARE CAPITAL AND AUTHORISATIONS TO PURCHASE
OWN SHARES
Refer to section 2.1 of the Report for details on the capital increase resolved by Pirelli’s Shareholders’
Meeting on 24 March 2021, to serve the conversion of the debenture loan issued by the Company
named “EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due 2025”.
It is specified that during such Pirelli shareholders’ meeting, a mandate was conferred upon the
Board of Directors - and, on its behalf its legal representatives pro tempore, including separately - to
carry out the resolved share capital increase determining, inter alia and each time, in compliance
with the provisions of the Regulations (i) the exact issue price of the Pirelli shares, and, (ii) as a
consequence of the determination of the issue price, the exact number of Pirelli shares to be issued,
and, therefore, the exact exchange ratio, as necessary for the application of the provisions and
criteria of the Regulations; it being understood that, should the share capital increase referred to
above not be fully subscribed on 31 December 2025, Pirelli’s share capital shall be deemed to be
increased by an amount equal to the subscriptions received.
The Shareholders’ Meeting of the Company did not authorise any purchases of own shares in
accordance with Articles 2357 et seq. of the Italian Civil Code.
3.
COMPLIANCE
Pirelli adheres to the Corporate Governance Code, published on 31 January 2020 and in force since
1 January 2021, which is available to the public on the website of the Corporate Governance
Committee,
https://www.borsaitaliana.it/comitato-corporate-
at
governance/codice/2020eng.en.pdf.
following
link:
the
The Company also took into account in the Report the collection of useful Q&As for the application
of the Corporate Governance Code; these were published by the Corporate Governance Committee
on 4 November 2020.
The corporate governance system implemented by the Company complies with the principles and
recommendations of the Corporate Governance Code. This was found to be the case during the
Financial Year, in which the Company examined – with the support of the Audit, Risks and Corporate
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Governance Committee157 – the content of the Corporate Governance Code, by assessing the
potential impact on Pirelli’s corporate governance system and pinpointing areas of specific interest
and possible adjustments to be made to its corporate practices.
According to the “comply or explain” principle envisaged by the Code of Corporate Governance, the
Report provides an account of the recommendations the Company has, presently, decided that there
is no need to fully or partially follow.
The Report has essentially been prepared using the Borsa Italiana format.
On the Report Date, Pirelli is not subject to any non-Italian laws that might influence the corporate
governance structure of the Company.
4.
BOARD OF DIRECTORS
4.1
ROLE OF THE BOARD OF DIRECTORS
Without prejudice to the prerogatives assigned to the Executive Vice Chairman and Chief Executive
Officer, and also taking into account the provisions of the Golden Power DPCM, in pursuing
sustainable success in accordance with Art. 11 of the Bylaws, the Board of Directors manages and
supervises the overall business activities and is, to this end, assigned powers of administration
except for those that the law or the Bylaws reserve for the Shareholders’ Meeting.
4.2
APPOINTMENT AND REPLACEMENT OF DIRECTORS
The provisions contained in the Bylaws, to which reference is made for more details, regarding the
appointment and replacement of Pirelli’s directors are summarised below.
157 The Audit, Risks and Corporate Governance Committee has, since 31 July 2023, operated as the “Audit, Risks, Sustainability and
Corporate Governance Committee”.
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4.2.1 APPOINTMENT AND REPLACEMENT
Pursuant to art. 10 of the Bylaws, the Company is managed by a Board of Directors made up of a
maximum of fifteen members, who remain in office for three years and who may be re-elected.
The Board of Directors is appointed on the basis of slates presented by the shareholders, taking into
account, inter alia, the provisions of the Golden Power DPCM, in which the candidates are listed by
consecutive number. The Bylaws do not allow the outgoing Board of Directors to submit a slate for
the appointment of directors.
The slates presented by shareholders, signed by those submitting them, must be filed at the
registered offices of the Company at least twenty-five days prior to the date fixed for the
Shareholders’ Meeting called to resolve in that regard. These slates are made available to the public
at the registered offices, on the Website and in other ways prescribed by Consob regulation, at least
twenty-one days prior to the date of the Meeting.
Each shareholder may present or take part in the presentation of only one slate and each candidate
may appear on only one slate on penalty of losing the right to be elected.
Shareholders are only entitled to present slates if, alone or together with other shareholders, they
own shares in total representing at least 1% of the share capital entitled to vote at an Ordinary
Meeting, or any lower amount specified in the applicable regulations, with the obligation to evidence
their ownership of the number of shares needed for the presentation of slates by the deadline
envisaged for the publication of such slates by the Company.
Each slate filed must be accompanied by acceptances of nomination and declarations from each
candidate confirming, under their own responsibility, that there are no reasons that would make them
ineligible for or incompatible with the role, and that they satisfy any requirements established for the
role concerned. Together with such statements, a curriculum vitae must be filed for each candidate,
including their relevant personal and professional data and mentioning the offices held in
management and supervisory bodies of other companies and their satisfaction of the requisites of
independence prescribed for directors of listed companies by the law or by the governance code
endorsed by the Company. In order to ensure gender balance, slates that contain three candidates
must include candidates of different genders, whilst slates containing a number of candidates equal
to or higher than four must contain a number of candidates of different gender at least matching the
minimum laid down in current regulations, in accordance with the content of the notice of the
Shareholders’ Meeting. Any changes arising prior to the actual date of the Meeting must be promptly
notified to the Company.
Any slates presented that do not comply with the above bylaw provisions will be treated as if not
presented.
Each party entitled to vote may only vote for one slate.
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The Board of Directors is appointed as follows:
a)
four-fifths of the directors to be elected are drawn from the slate that obtains the majority of the
votes expressed by the shareholders, rounded down to the nearest whole number in the case
of a fractional number;
b)
the remaining directors are drawn from the other slates, using the quotient method described in
the Bylaws.
If more than one candidate obtains the same quotient, the candidate from the slate that has not yet
elected a director or that has elected the lowest number of directors is elected.
If none of those slates has elected a director yet or all of them have elected the same number of
directors, the candidate elected will be drawn from the slate that obtains the largest number of votes.
In the event of a voting tie, again with more than one candidate obtaining the same quotient, the
Shareholders’ Meeting will vote again and the candidate who receives the largest number of votes
will be elected.
If only one slate is presented, all the directors will be elected from that slate.
Should application of the slate voting mechanism not ensure the minimum number of directors
belonging to the less represented gender set out by applicable law, the candidate belonging to the
most represented gender and elected, indicated in the slate that obtained the largest number of
votes, shall be replaced by the first candidate belonging to the less represented gender not already
elected, drawn from that slate pursuant to the sequential order of presentation and so on, for each
slate (solely for slates that contain three or more candidates) until the minimum number of directors
belonging to the less represented gender has been obtained. If the above procedure does not ensure
the result specified above, the replacement shall be made by resolution of the Shareholders’
Meeting, adopted by the relative majority of the votes expressed, following presentation of the
candidacies of persons belonging to the less represented gender.
Should application of the slate voting mechanism not obtain the minimum number of independent
directors envisaged by applicable law, the non-independent candidate elected indicated with the
highest progressive number in the slate that obtained the largest number of votes shall be replaced
by the first independent candidate not already elected from that slate following the sequential order
of presentation, and so on for each slate until the minimum number of independent directors has
been obtained, in all cases in compliance with the applicable law governing gender balance.
In the event a Director ceases to comply with the independence requirements, this does not cause
his/her ceasing to be a Director provided that the Directors in office complying with legal
independence requirements are a number at least equal to the minimum number requested by laws
and/or regulations.
For the appointment of directors who, for any reason, were not appointed in accordance with the
slate voting mechanism, the Shareholders’ Meeting shall adopt resolutions with the majorities
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required by law, without prejudice in all cases to compliance with the independence and gender
balance requirements.
Should one or more directors cease to hold office during the financial year, they shall be replaced
pursuant to art. 2386 of the Civil Code, without prejudice in any event to respect for the legislation
on gender balance and the independence of the directors.
4.3 COMPOSITION
It is first noted that during the Financial Year, an event occurred involving the members of the Board
of Directors, due to the expiry of the mandate of the Board of Directors appointed by Pirelli’s
Shareholders’ Meeting on 22 June 2020 and that had been operating entirely - including the Directors
previously coopted - under an extension regime from 29 June 2023, the date on which the
shareholders’ meeting approved the financial statements at 31 December 2022, until the
shareholders’ meeting held on 31 July 2023 (the “2020-2022 Board of Directors”). The 2020-2022
Board of Directors numbered 15 directors, of whom 2 executive and 8 independent. Women made
up 20% of the 2020-2022 Board of Directors. For further information, please refer to Table 2.
The Board of Directors in office at the Report Date was appointed by the Pirelli Shareholders’
Meeting held on 31 July 2023. Its term of office will end with the approval of the financial statements
as at 31 December 2025.
As of the Report Date, the Board of Directors is composed of 15 Directors, namely:
-
Jiao Jian (Chairman), Marco Tronchetti Provera (Executive Vice Chairman), Andrea Casaluci
(Chief Executive Officer), Chen Aihua, Zhang Haitao, Chen Qian, Alberto Bradanini, Michele
Carpinelli, Domenico De Sole, Fan Xiaohua, Marisa Pappalardo and Grace Tang were
appointed based on the slate submitted by MPI Italy, also on behalf of Camfin, which obtained
approximately 84% of the share capital votes represented at the Shareholders’ Meeting. Four
directors specified on such slate, including the Chief Executive Officer, were designated by
Camfin, specifically: Marco Tronchetti Provera, Andrea Casaluci, Domenico De Sole and
Michele Carpinelli.
- Directors Giovanni Lo Storto, Roberto Diacetti and Paola Boromei were appointed based on
a slate submitted by a group of asset management companies and institutional investors that
gained approximately 16% of the share capital votes represented at the Shareholders’
Meeting.
At the Report Date, 40% of the members of the Board of Directors in office were female158 and the
remaining 60% were male. Moreover, 13% are under the age of 50. The average age of the members
158 The representation requirement for the least represented gender in the corporate bodies of listed companies in force at the date on
which the Board of Directors of Pirelli in office at the Report Date was appointed, is at least two fifths of the least represented gender,
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of the Board of Directors is approximately 59 years of age and the average age of the female
members is approximately 54 years of age. The Directors’ average time in office is about 4 years.
At the Report Date, the majority of the members of the Board of Directors in office are independent
directors, ensuring that they have significant weight in the adoption of board resolutions and
guaranteeing effective monitoring of operations.
Table 2, annexed, provides the significant information on the members of the Company’s current
Board of Directors, with reference to each Director in office at the Report Date. In addition, a
summary of their professional profiles, periodically updated, is available on the Website.
The following charts illustrate (i) the composition of the Board of Directors at the Report Date, as
well as (ii) the average lenght, (iii) the average attendance, (iv) the number of meetings of the Board
of Directors and Committees held during the Financial Year and (v) the overall skills by sector of the
members of the Board of Directors.
in accordance with Art. 147-ter, paragraph 1-ter, of the TUF, as most recently amened by Art. 1, paragraph 302 of Italian Law no. 160
of 27 December 2019.
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4.3.1 DIVERSITY POLICIES
The pursuit and implementation of diversity policies is one of the Pirelli Group’s pillars and features
heavily in the corporate governance model adopted by the Company.
Pirelli’s approach to diversity policies is, in fact, based on the fundamental principles of non-
discrimination, equal opportunities and inclusion of all forms of diversity, as well as integration and
balancing of work with personal and family needs, with a constant focus on respect for and protection
of human rights, as also ruled by the Company’s Code of Ethics.
Pirelli is characterised by a multinational context in which people express a huge heritage of diversity.
Conscious management of this diversity generates competitive advantages, opportunities for the
development and enrichment of the business, and shared corporate values.
The respect of these values has always been guaranteed by the shareholders during the renewal of
the Board of Directors - including the renewal during the Financial Year to which this Report refers -
in terms of age, gender, nationality, education and professional background and experience. This
enables the Board to perform its duties in the most effective way, making use of the contributions
made from different points of view, and to analyse individual situations from multiple perspectives.
On 3 August 2023, the Board of Directors confirmed the adoption of a statement on diversity and
independence, adopted for the first time by the Company’s Board of Directors on 14 February 2019
and updated on 17 March 2022 (the “Diversity and Independence Statement”), available on the
Website, in connection with the members of the Board itself and the Board of Statutory Auditors.
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The Board of Directors - which avails itself of the opinions expressed by the Audit, Risks and
Corporate Governance Committee and the Appointments and Successions Committee - is
responsible for the quali-quantitative assessment of the composition of the Board itself and the
possible updating and amendment of the Diversity and Independence Statement.
In addition to the administration management and control bodies, the value of diversity characterises
the entire business organisation, according to the terms and procedures outlined in the NFD Report
published together with the Company’s annual financial statements (which should be referred to for
more information).
4.3.2 LIMITATIONS ON THE NUMBER OF OFFICES HELD
The guidelines to the maximum number of offices, confirmed by the Board of Directors on 3 August
2023 and adopted for the first time on 14 February 2019, following the favourable opinion of the
Audit, Risks, Sustainability and Corporate Governance Committee159 and the Appointments and
Succession Committee, and subsequently amended on 17 March 2022, states that it is not
compatible with the duties of a Company director to be a director or statutory auditor of more than 4
(four) other companies other than those subject to the direction and coordination of the Company,
or its subsidiaries or affiliates, in the case of: (i) companies listed on the FTSE/MIB index (or
equivalent foreign index); or (ii) Italian or foreign companies, subject to the supervision of the
competent authorities, that carry out financial, banking or insurance activities. Furthermore, it is not
considered compatible for the same director to hold more than three executive positions in
companies of the types indicated in points (i) and (ii) above.
Positions held in several companies belonging to the same group are considered to be a single
position and an executive position prevails over a non-executive position.
The Board of Directors is entitled to make a different assessment, properly motivated, to be
published in the Report and explained appropriately therein.
Following review by the Audit, Risks and Corporate Governance Committee, at the time of
appointment and thereafter once a year during a board meeting (the last being that held on 6 March
2024), the Board of Directors examines the positions held by each Director (based on the information
provided by that person and/or on the other information available to the Company). At the Report
Date, no Director holds a number of position higher than the number set out in the policy adopted by
the Company.
159 It is noted that the Audit, Risks, Sustainability and Corporate Governance Committee has, since 3 August 2023, operated as the “Audit,
Risks and Corporate Governance Committee”.
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Annex A indicates the principal appointments held by the Directors in companies that do not belong
to the Group at the Report Date.
4.3.3
INDUCTION PROGRAMME
The Directors perform their duties autonomously and with competence, pursuing the priority
objective of creating sustainable value over the medium-long term. They are aware of the
responsibilities pertaining to their role and, like the Statutory Auditors, they are kept periodically
informed by the competent business functions about the principal regulatory and self-regulatory
changes affecting the Company and the performance of their duties.
Also during the Financial Year, induction sessions were arranged, also with the support of the top
management, aimed at providing explanations and additional information about the main
characteristics of the activities of Pirelli and its Group and (including through the work of the
Committees) the reference legislative and regulatory framework and the specific procedures and
rules adopted by the Company.
Taking into account the fact that the Financial Year refers to the first year of mandate of the Board
of Directors and that 7 Directors are new appointees, the Company has prepared an induction
programme with the aim of providing Directors and Statutory Auditors with an adequate
understanding of the Company’s business and organisation, the reference segment, principles of
correct risk management and corporate dynamics. The induction initiatives promoted by the
Company during the Financial Year for the new Directors focussed on the organisational structure
and the topics of compensation and benefits adopted by the Company.
4.4 FUNCTIONING OF THE BOARD OF DIRECTORS
Pursuant to the Bylaws, meetings of the Board of Directors are called by the Chairman or his deputy
and held at the registered offices, or in any another location specified in the notice of call, whenever
deemed appropriate by the Chairman in the interests of the Company, or when requested in writing
by the Chief Executive Officer or by one-fifth of the appointed Directors. Meetings of the Board of
Directors may also be called by the Board of Statutory Auditors, or by each standing auditor, following
notification sent to the Chairman of the Board of Directors.
During the year the Board of Directors met eight times160. The average duration of each meeting was
approximately 1 hour, with attendance by around 93% of the Directors and 98% of the Independent
Directors. In accordance with the provisions of the Bylaws and regulations, meetings were
predominantly conducted in hybrid format, using audio/video links.
160 The 2020-2022 Board of Directors met 5 times out of all meetings held during the Financial Year.
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For the Financial Year and for the current year, Pirelli disclosed a calendar of the main corporate
events to the market suitably in advance (also available on the Website)161. For the 2024 financial
year, as per the Board Regulations, it is scheduled to meet at least 6 times (at the Date of the Report
3 meetings had already been held).
The means of organisation and the internal functioning of the Board of Directors are governed by
the Board Regulations, available on the Website, which, inter alia, establish the deadlines for the
prior submission of information and procedures for protecting the confidentiality of the data and
information provided so as not to compromise the timeliness and completeness of the information
flows.
In line with the Board Regulations, the Directors and Statutory Auditors received the documentation
and information needed to express an informed opinion on the matters submitted for discussion
within a reasonable and appropriate period in advance. In particular, during the Financial Year, the
documentation was, as a rule, sent to the Board within 10 days prior to the meeting date. In the
exceptional cases in which documentation could not be transmitted so far in advance (also to take
into account the work of the Committees), full information on the issue to be considered was provided
directly during the meeting, thus ensuring that the Directors could make informed decisions.
Particular attention is paid to ensuring that information remains confidential, by sending the
documentation relating to the activities of the board and its committees using specific software that
guarantees that access is reserved to the directors and statutory auditors only. This is in line with
best practice and with the recommendations of the Italian Corporate Governance Committee.
Taking account of the international composition of the Board of Directors, with the presence of
multiple nationalities, it is also the Company’s practice to proceed to send the documents to be
considered by the Board and its Committees in the three languages (Italian, English and Chinese)
commonly used by the Directors. Furthermore, for each meeting of the Board of Directors and
Committees, participants are able to use a simultaneous translation of interventions made into the
languages commonly spoken by the participants.
In order to facilitate minute taking, the Board meetings may be recorded; said recordings shall then
be destroyed once the minutes have been transcribed into the applicable corporate register.
If the Chairman is absent or unavailable, upon request by the Chairman, the meeting may be chaired
by the Vice Chairman or CEO; should the latter also be absent or unavailable, another director,
appointed by the majority of the attendees, may assume the Chair.
For resolutions passed by the Board of Directors to be valid, the majority of members must be in
attendance and the majority of votes cast must be in favour, save for the specific matters governed
by the Bylaws, for which a qualified majority is required.
161 Annually - as a rule by the end of the year - the Company publishes the calendar of principal corporate events for the next financial
year and promptly updates this calendar in the event of subsequent amendments.
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The Directors’ growing awareness of the business reality and dynamics of the Company and the
Group is enhanced by the attendance of management at their meetings, which allows them to
explore the matters on the agenda in appropriate depth.
All the Key Managers always attended all the meetings of the Board of Directors during the Financial
Year, thus contributing to periodic and up-to-date reporting to the Board of Directors. The Key
Managers do not attend any meetings in which matters relating to them are discussed or that do not
require them to be present.
Persons external to the Company may also be invited to attend the meetings in connection with
specific items on the agenda.
It is understood that all such subjects are in any case required to comply with the confidentiality
obligations laid down for board meetings.
The Bylaws establish that, until decided differently at a Shareholders’ Meeting, the Directors are not
bound by the prohibition contained in art. 2390 of the Civil Code.
4.4.1 SECRETARY OF THE BOARD
In line with the recommendations of the Corporate Governance Code, the Board Regulations allow
the Board of Directors to appoint, in compliance with the provisions of the Bylaws, the Secretary by
assessing that he/she satisfies the necessary professional requirements (the “Board Secretary”).
The Board Secretary supports the activities of the Chairman and/or Vice Chairman and/or Chief
Executive Officer and provides impartial assistance and advice to the Board of Directors on all
aspects relevant to the proper functioning of the corporate governance system. More specifically,
and in accordance with the Board Regulations, the Board Secretary ensures that:
a)
b)
c)
the pre-meeting information is accurate, complete and clear and the additional information
provided during the meetings is suitable to allow the directors to act in an informed manner in
compliance with the provisions of the “Golden Power” Prime Ministerial Decree on information
of strategic importance;
the activities of the board committees are coordinated with the activities of the Board of
Directors;
the top management of the Company and of companies of the same Group may participate in
board meetings, as well as the heads of the company departments in order to provide
appropriate updates on the items on the agenda;
d) after their appointment and during the mandate of the board, all Directors may participate in
specific induction activities;
e)
the board evaluation is adequate and transparent.
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The Board Secretary shall provide Directors with independent legal advice and assistance on
corporate governance matters and in relation to their rights, powers, duties and obligations to ensure
the regular performance of their duties.
The Board Secretary, in performing the duties of this role, shall have an organisational structure and
personnel fit to perform the assignment.
It is specified that under the appointment held, in accordance with the Bylaws, the Board Secretary
is classified as a Key Manager.
4.4.2 BOARD OF DIRECTORS SELF-ASSESSMENT PROCESS
As a rule, the Board of Directors starts an annual process to evaluate its operation and the operation
of its Committees (board performance evaluation) for the reference financial year. During the
Financial Year, the Board of Directors started the process, assisted, as usual, by a primary consulting
firm specialised in this area (SpencerStuart). The self-assessment process was carried out through
individual interviews held by the appointed consulting firm, with questions about the effectiveness,
size, composition and operation of the Board of Directors. All members of the Board of Directors
participated in the self-assessment process.
The analyses performed reveal that the Board of Directors has started its mandate in a context in
which Pirelli has been acknowledged as a Company holding technology of strategic relevance to
national interests by the Italian government, which on 16 June 2023 exercised the special powers
envisaged by the Golden Power Decree (for more details, see paragraph 2.5 of the Report). Under
this scope, the Board of Directors therefore found itself facing, for the first time in Italy, a particularly
complex governance issue, while at the same time having to ensure the best possible guidance and
control of the executive’s activities. The Board immediately showed great focus and attention to the
matter, also benefiting from the combination of competences held by the Directors and the operative
measures instituted in this regard by the Company.
The analysis of the results evidenced a broadly positive situation. In fact, a very high level of overall
appreciation was reported, in line with the previous financial year. In particular, the Directors
expressed full satisfaction and appreciation of the size, composition and operation of the Board of
Directors and its Committees, with specific regard to the diversity of competences, gender, age and
seniority. It was also highlighted that the Board of Directors operates in compliance with the
Corporate Governance Code and with both Italian and international best practice. Moreover, the
areas of excellence that had emerged during the previous mandate’s self-assessment activities have
been confirmed overall.
The areas for which the most appreciation was reported are outlined below:
the effectiveness of the support provided by the Secretary of the Board of Directors;
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adequately prepared Agendas supporting the meetings of the Board of Directors, found to
be complete with all the items that need to be brought to the Board’s attention;
high-quality documentation supporting the meetings of the Board of Directors, deemed clear
and complete;
high-quality minuting of the Board of Directors and Committee meetings, which are confirmed
as accurate and complete with respect to the progress of the meetings;
guaranteed absolute confidentiality of the topics discussed;
the effectiveness, continuity and transparency of the exchange of information between
Directors and management on the corporate strategy, strengthened by the fact that the
managers are very willing to provide more information and clarifications both at the Board of
Directors level and Committee level.
The Board of Directors also appreciates the Company’s attention paid to sustainability topics, in
particular with reference to those having the greatest impact on the business. In this sense, the
positive consideration is noted relative to the establishment of the Sustainability Committee, which
is hoped to be up and running in the very near future.
The Directors also appreciated the induction session held during the Financial Year, for information
about which reference is made to paragraph 4.3.3 of the Report.
Particular appreciation was also expressed by the Directors in regard to the excellent direction of
board works by the Chair, with specific attention to the authoritative guidance and commitment
shown by the Executive Vice Chairman and the leadership to the business matters expressed by the
newly-appointed Chief Executive Officer, whose vast experience in the sector is also appreciated,
together with his capacity to enhance Pirelli’s internal resources.
4.4.3 MATTERS FOR THE BOD
In accordance with the Bylaws, the Shareholders’ Meeting requires a qualified majority (i.e.
favourable votes by shareholders representing at least 90% of the share capital of the Company) for
the Board to be authorised to resolve on the following issues:
-
-
transfer of the operational and administrative headquarters outside of the municipality of Milan;
any transfer and/or deed of disposition, in any form, of Pirelli know-how (including the granting
of licences).
More specifically, in addition to the matters reserved to the Board of Directors in accordance with
the law and the Bylaws, on 3 August 2023, the Board of Directors established that all resolutions
regarding the following matters, proposed by Pirelli and/or by any company subject to direction and
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coordination by Pirelli (excluding intergroup transactions) must be approved by the Board of
Directors of the Company:
(i)
(ii)
assumption or concession of loans worth more than 200,000,000 euros and with a term of
more than 12 months;
issue of financial instruments for listing on a European or non-European stock market for a
value in excess of 100,000,000 euros and revocation from listing of such instruments;
(iii) concession of guarantees in the favour of third parties for amounts in excess of 100,000,000
euros. For the sake of completeness, please note that the concession of guarantees in the
interests of third parties other than the Company, its subsidiaries and joint ventures, must be
subject, in any case, to the approval of the Pirelli Board of Directors;
(iv) signing derivative contracts (a) with a notional value higher than 250,000,000, euros and (b)
except for those having the sole object and/or effect of hedging corporate risks (e.g. interest-
rate risk, exchange-rate risk, commodity market risk). For the sake of completeness, please
note that the stipulation of speculative derivative contracts is in any case subject to the
approval of the Pirelli Board of Directors;
(v)
purchase or sale of equity investments in subsidiary and affiliates for an amount higher than
40,000,000 euros, which involve entering into (or exiting from) geographical and/or commodity
markets;
(vi) purchase or sale of equity investments other than those described at point (v) above for an
amount higher than 40,000,000 euros;
(vii) purchase or sale of businesses or business units that have strategic importance or, in any
case, a value of more than 40,000,000 euros;
(viii) purchase or sale of fixed and other assets that have strategic importance or, in any case, a
value of more than 40,000,000 euros;
(ix)
investment in fixed assets with a total value of more than 40,000,000 euros;
(x)
carrying out transactions of greater significance with related parties, using the term “related
party transactions” to mean those satisfying the conditions envisaged in Annex 1 to the RPT
Procedure available on the Website;
(xi) definition of Pirelli’s remuneration policy;
(xii) determination, in compliance with Pirelli’s internal policies and the applicable regulations, the
remuneration of the managing directors and the directors with specific responsibilities and,
where required, allocating the total remuneration authorised by the Shareholders’ Meeting
among the members of the Board of Directors;
(xiii) approval of the strategic, industrial and financial plans of Pirelli and the group;
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(xiv) adoption of corporate governance rules for Pirelli and defining guidelines for the corporate
governance of the group;
(xv) definition of guidelines for the internal control system, including the appointment of a Director
responsible for overseeing the internal control system, determining the related powers and
duties;
(xvi) any other matter deemed to be responsibility of the Board of Directors of a listed company by
the Corporate Governance Code, as amended from time to time.
It being understood that the approval of the transactions listed above is reserved solely to the Board
of Directors not only if the threshold indicated for each matter has been reached, but also if the
matters listed from (i) to (ix) – whether considered a single action or as a series of coordinated
actions (carried out in the context of a common executive programme or a strategic project) – exceed
the amounts indicated in the annual budget/business plan or (solely for the matters listed from (i) to
(viii) above) if they were not included, listed or envisaged in the annual budget/business plan.
In addition, in accordance with the Bylaws, as amended following the Golden Power Decree, the
Board of Directors is competent in connection with board resolutions relating to:
(i)
the Company’s assets of strategic importance, as identified by the Decision162; and
(ii)
the appointment and revocation from office of Key Managers163.
The proposal relating to such matters is reserved to the Chief Executive Officer and any decision to
the contrary can only be made with the vote of at least 4/5 of the Board of Directors (for more
information in this respect, see section 4.5.2. of the Report).
Decisions relating to Significant Matters (as defined below) and in particular the approval and/or
amendment of Pirelli’s and the Group’s budget and/or business plan are also reserved to the
competence of the Board of Directors (and/or Shareholders’ Meeting, as applicable), on the proposal
of the Chief Executive Officer. With reference to the Significant Matters, any possible decision
adopted by the Pirelli Board of Directors against the relative proposal submitted by the Chief
Executive Officer must be motivated and, in any case, must consider the best interests of Pirelli.
As required by the Corporate Governance Code164, the Board of Directors gave a positive
assessment of the adequacy of the organisational, administrative and accounting systems and
structure of the Company and the Group, with particular reference to the system of internal control
and risk management, also referring to the analytical work carried out by the Audit, Risks and
Corporate Governance Committee.
162 Art. 3.3 of the Company Bylaws
163 Art. 11.10 of the Company Bylaws.
164 See Recommendation 33 (a).
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The Board of Directors has also evaluated the general results of operations, taking into particular
account the information received from delegated bodies and comparing periodically, at least every
quarter, the results obtained with those planned.
The Board of Directors – also in light of the considerations set out in the Letter from the Chairman of
the Borsa Italiana Corporate Governance Committee (see section 18 of the Report) – deemed the
Company’s current Bylaw provisions and practices to be adequate for effective governance of the
Company and for achieving the Company’s interests.
4.5
EXECUTIVE DIRECTORS
The Executive Vice Chairman Marco Tronchetti Provera and the Chief Executive Officer Andrea
Casaluci are classified as executive directors of the Company.
4.5.1 EXECUTIVE VICE CHAIRMAN
Also in compliance with the provisions of the Golden Power DPCM, on 3 August 2023, the Board of
Directors assigned the Executive Vice Chairman the following powers:
legal representation of the Company;
powers related to the general strategies of the Company (also referring to the Significant
Matters, as defined below);
supervisory power over implementation of the business plan, the annual budget, by the Chief
Executive Officer of Pirelli, of the General Manager and Management;
powers related to relations with shareholders, institutions and the media;
the power to propose to the Pirelli Board of Directors revocation from the position of Chief
Executive Officer designated and his/her replacement with a new CEO (or appointment of a new
CEO if the previous CEO should cease to hold office for any reason);
the power to appoint and revoke other senior figures in the organisation.
On the same date, in compliance with the provisions of the Golden Power DPCM, the Board of
Directors also conferred upon the Executive Vice Chairman the exclusive delegation on the
autonomous security organisational unit (the “Security Organisation”) to manage all Pirelli’s assets
and businesses considered to be of strategic relevance to the protection of national interests, as
better detailed in section 12.2 of the Report.
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4.5.2 CHIEF EXECUTIVE OFFICER
Also in compliance with the provisions of the Golden Power DPCM, on 3 August 2023 the following
powers were assigned to the Chief Executive Officer Andrea Casaluci:
a) legal representation of the Company;
b) all the powers necessary to carry out deeds relating to all aspects of corporate activity, without
any exceptions aside from those that the law or the Bylaws reserve to the Board of Directors; all
with the power to grant special and general powers of attorney that give the representative the
right to sign on behalf of the Company, either separately or together with others, and all other
powers deemed appropriate by him in the best interests of the Company, including the right to
sub-delegate;
c)
the power to propose to the Board of Directors, coordinating with the Executive Vice Chairman,
adoption of the following resolutions (together, the “Significant Matters”):
(i)
(ii)
(iii)
approval of the business plan and the annual budget of Pirelli and its Group, as well as
all significant changes to those documents. The annual budget and business plan must
(I) regard the operational and financial areas of Pirelli’s business, including, merely by
way of example, the sources of finance and the decisions on the industrial initiatives
underlying the annual budget and business plan; and (II) be complete and supported by
suitable, appropriate annexes that explain the items of the annual budget and business
plan;
to carry on monitoring the opportunities offered by the market to create value, in the
interest of all Pirelli stakeholders;
any resolution concerning industrial partnerships or strategic joint ventures of Pirelli
and/or any subsidiary, parent company or subject to the joint control of Pirelli, in any
case following examination and discussion in the Pirelli Strategies Committee.
d)
together with the General Manager of Pirelli the power to (i) implement the business plan and
the budget – under Executive Vice Chairman supervision – and (ii) the ordinary management of
Pirelli and the Pirelli Group, except for the powers the matters reserved for the Pirelli Board of
Directors;
e) the power to appoint and revoke other senior figures in the organisation.
In accordance with Art. 11.10 of the Bylaws, the Chief Executive Officer also has the power to
propose the appointment and revocation from office of Key Managers of Pirelli to the Board.
In accordance with Art. 3.3 of the Bylaws, the Chief Executive Officer also has the power to propose
board resolutions relating to the Company’s assets of strategic importance, as identified by the
Decision.
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The Chief Executive Officer ordinarily and regularly reports on the activity carried out during board
meetings.
4.5.3 CHAIRMAN OF THE BOARD OF DIRECTORS
In compliance with the Corporate Governance Code, the office of the Chairman of the Board of
Directors does not qualify as ‘executive’ given the governance structure and powers granted to the
Executive Vice Chairman and Chief Executive Officer. The Chairman of the Board of Directors is
assigned the legal representation of the Company and the other powers envisaged by the Bylaws.
4.5.4 OTHER EXECUTIVE DIRECTORS
At the Report Date, there were no other executive directors apart from the Executive Vice Chairman
and the Chief Executive Officer within the Company’s Board of Directors.
At the Report Date, in addition to the Executive Vice Chairman and the Chief Executive Officer, Pirelli
classifies as executive directors those directors who at the same time qualify as Key Managers of
the Company with strategic responsibilities, if there should be such Directors, or Directors who also
hold office as Chief Executive Officer or Executive Chairman of the principal subsidiaries of Pirelli. A
list of the Company’s Key Managers is available on the Website.
4.6
INDEPENDENT DIRECTORS
Since 2006165, Pirelli’s Board of Directors has been characterised by a number of independent
directors who usually make up the absolute majority of its members, with a more rigorous approach,
not only than the law, but also than the new Corporate Governance Code (and previously the old
Corporate Governance Code).
At the Report Date, nine of the fifteen members - and therefore 60% of the Board of Directors -
satisfied the requirements to qualify as independent pursuant to the Corporate Governance Code
and the TUF, namely: Paola Boromei, Domenico De Sole, Roberto Diacetti, Giovanni Lo Storto,
Marisa Pappalardo, Fan Xiaohua, Grace Tang, Michele Carpinelli and Alberto Bradanini. Upon
appointment and thereafter on at least an annual basis, the Board evaluates whether or not members
meet and/or retain the requirements of independence specified in the Corporate Governance Code
and the TUF for non-executive directors who qualify as independent, disclosing the outcome of the
assessment through a press release and/or on the occasion of the annual publication of the Report.
This check – which takes account not only of the information provided by the directors themselves
but also further information that might be available to the Company, referring to the requirements set
165 With the exception of the period between the delisting of the Company (in late 2015) and its relisting (on 4 October 2017).
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out in the TUF, as well as to those recommended in the Corporate Governance Code – was most
recently carried out during the board meeting on 6 March 2024.
In making its assessments, the Board did not derogate from any of the independence criteria
prescribed by the Corporate Governance Code.
At the same time as the assessments made by the Board of Directors on 1 March 2024, the Board
of Statutory Auditors verified, in line with the recommendations of the Corporate Governance Code,
the proper application of the assessment criteria and ascertainment procedures adopted by the
Board of Directors to assess the continued validity of independence requirements for directors,
disclosing to the market the results of the controls performed under the scope of the Report on the
Corporate Governance and Share Ownership of Pirelli pertaining to the relevant financial year or its
annual report to the Company’s Shareholders’ Meeting.
On 25 February 2021, in fact, the Board of Directors – upon the proposal of the Audit, Risks,
Sustainability and Corporate Governance Committee166 – approved the “Statement regarding
independence” to pre-establish the qualitative and quantitative criteria to be used in assessing the
independence of Directors and Statutory Auditors.
Said Statement, available on the Website: (i) establishes the qualitative and quantitative criteria used
to assess the independence of directors for the purposes of the Corporate Governance Code and,
in particular, the parameters of significance of any economic, professional or financial relationships
pertaining to directors whose independence is being assessed; and (ii) explains in detail certain
interpretative criteria relating to the other cases of independence referred to in the Corporate
Governance Code, including the notion of “significant additional remuneration”.
In particular, the Company’s Board of Directors has set the following thresholds of significance for
the relationships under examination in respect of the independence requirements:
- with reference to the concept of “significant business, financial or professional relationship”
as per letter c) of Recommendation no. 7 of the Corporate Governance Code, this includes
advisory roles or any other role – with the exception of non-executive corporate offices held
within the group, relevant for the significant additional remuneration according to the criteria
indicated below – that has led, for the director or statutory auditor whose independence is
being examined, or their close family members, to economic compensation in the calendar
year greater than (i) 300 thousand euros in the case of relationships held with undertakings
or organisations, over which the director, statutory auditor or close family member has control
or is a relevant member, or of the professional firm or association or advisory company where
such individuals are a partner, shareholder or associate, in the case of a relationship held
with these undertakings, organisations, advisory companies or professional firms and
associations; (ii) 100 thousand euros for relationships held directly with natural persons. In
166 The Audit, Risks, Sustainability and Corporate Governance Committee has, since 3 August 2023, operated as the “Audit, Risks and
Corporate Governance Committee”.
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the case of a partnership in a professional firm or consulting company, the possible impacts
on the position and role of the person under examination should be assessed;
- with regard to the concept of “additional significant remuneration” referred to in
Recommendation 7(d) of the Corporate Governance Code, this includes all remuneration
paid for whatever reason during the calendar year, by the Company, by a (direct or indirect)
subsidiary or parent company of the Company, that cumulatively exceeds the total amount
of remuneration for the office or remuneration for participation in board committees paid to
the director, and of remuneration for the office of member of the Board of Statutory Auditors,
whose independence is being assessed.
At the Report Date, no consultancy relationships of any kind were ongoing with directors qualified
as independent.
None of the directors qualified as independent at the date of their appointment had lost this status
during their term of office.
Considering the above, the powers system, the share ownership structure and the provisions on this
subject set out in the Corporate Governance Code, independent directors have not yet deemed it
necessary to make a proposal to the Board of Directors to appoint a lead independent director.
The independent and non-executive directors contribute to the Board and committee discussions,
bringing their specific skills, and, given their number, have a decisive weight in the decision-making
process of the Board of Directors and the committees in which they take part.
Independent directors meet at least once a year in the absence of the other directors, in order to
analyse issues of particular importance, such as the functioning of the Board of Directors or company
management.
During the Financial Year, the independent directors met for the induction session arranged by the
Company (referred to in section 4.3.3 above).
5.
PROCESSING OF CORPORATE INFORMATION
Pirelli has adopted and consolidated over time a compendium of rules and procedures for the proper
management of corporate information, in compliance with the regulations applicable to the various
types of data and information.
With reference to the prevention of market abuses, the Board of Directors of Pirelli has adopted a
procedure for defining the principles and rules for preventing such abuses by Pirelli, Group
companies and their related parties (the “Market Abuse Procedure”).
In particular, the Market Abuse Procedure - available on the Website - governs: (a) the management
of “significant information”, meaning information that may become “inside information” pursuant to
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art. 7 of Regulation (EU) 596/2014 (“Inside Information”); (b) the management and communication
to the public of Inside Information; (c) the creation, keeping and updating of the register of persons
who, in view of their working or professional activities or the functions they perform, have access to
Inside Information; (d) the obligations regarding transactions in the shares of the Company, credit
instruments issued by the Company and the derivative or other financial instruments linked to them,
by parties deemed to be senior decision-makers (“internal dealing”); (e) the operational procedures
and scope of application of the prohibition imposed on the Company and the persons who perform
administrative, control or management functions for the Company regarding the execution of
transactions in Pirelli shares, credit instruments issued by Pirelli and the derivative or other financial
instruments linked to them during predetermined periods (“black out periods”); (f) any market
soundings carried out or received in compliance with art. 11 of Regulation (EU) 596/2014 and the
related enabling regulations.
The Market Abuse Procedure also defines rules for transactions carried out by “Significant Parties”
or by “Persons Closely Related to Significant Parties” in financial instruments issued by the
Company, with an annual amount of at least 20,000 euros, in compliance with the applicable current
regulations. In this regard, a black-out period of 30 calendar days is imposed prior to the
announcement by the Company of the data contained in the annual financial report, the half-yearly
financial report and the other periodic financial reports whose publication is mandatory in accordance
with legislation in force at the time,167 during which the relevant persons referred to in the procedure
are expressly forbidden from carrying out transactions on such financial instruments.
6.
BOARD COMMITTEES
The role of the board committees is to offer support to the Board in relation to matters deemed worthy
of further investigation, in order to ensure that there is an effective and informed exchange of
opinions about them.
Also taking into account the recommendations and principles contained in the Corporate
Governance Code, in its meeting held on 3 August 2023, the Company’s Board of Directors
confirmed the establishing of the following board Committees: Strategies Committee, Related-Party
Transactions Committee, Appointments and Succession Committee, Remuneration Committee,
Audit, Risks and Corporate Governance Committee and established the new Sustainability
Committee.
The evolution of the composition of committees during the year is detailed in Table 3. When choosing
the Committee members, the Board of Directors considered as a priority the skills and experience
acquired by each director in the subjects under discussion, distributing the appointments in order to
167 Annually - as a rule by the end of the year - the Company publishes the calendar of principal corporate events for the next financial
year and promptly updates this calendar in the event of subsequent amendments.
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avoid an excessive concentration of appointments being held by a limited number of people and to
encourage the exchange of multiple viewpoints and perspectives.
6.1 FUNCTIONING OF COMMITTEES
The board Committees are appointed by the Board of Directors (which also indicates the relevant
Chairman) and remain in office for the entire mandate of the Board, meeting whenever deemed
appropriate by the Committee Chairman, or when requested by at least one member, by the
Chairman of the Board of Directors or, if appointed, the Vice Chairman, the Chief Executive Officer
and, in any case, with the frequency necessary in order to properly carry out their functions.
The Secretary of each Committee is the Secretary of the Board.
The meetings of the Committees shall be convened by notice sent to the participants by its Chairman
or by the Secretary of the Committee by the relevant Chairman.
The documentation and information available is sent out to all members of the relevant Committee
in multiple languages, taking into account the members’ nationalities and sufficiently ahead of time
to allow them to attend in an informed manner and express opinions in the meeting (as a rule 10
days in advance).
For each Committee meeting participants shall have access to a simultaneous translation of the
interventions in the languages commonly used by the members of the Committees.
Committee meetings are quorate when attended by the majority of appointed members and
resolutions are adopted by the majority of those present. With regard to meetings of the
Appointments and Succession Committee, in the event of a tie, the vote of the Executive Vice
Chairman prevails (i.e. the “casting vote”).
Committee meetings may be held by conference call; their minutes are taken by the Committee
Secretary and recorded in the related minute book.
Committees - which may make use of external advisers in carrying out their functions - are granted
adequate financial resources to perform their tasks with spending autonomy. The Related-Party
Transactions Committee is entitled to obtain assistance, at the expense of the Company, from one
or more independent experts selected by the Committee.
Committees are entitled to access relevant business information and company departments in the
performance of their tasks, with support from the Secretary of the Board for this purpose.
The entire Board of Statutory Auditors is entitled to participate in the activities of the Audit, Risks and
Corporate Governance Committee, Remuneration Committee and RPT Committee.
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One member of the Board of Statutory Auditors is invited to attend the meetings of the Appointments
and Succession Committee, the Sustainability Committee and the Strategies Committee (usually the
Chairman).
Further information about the number of meetings held by each Committee during the Year and
about the attendance of each member at those meetings can be found in Table 3 annexed to the
Report.
6.2 STRATEGIES COMMITTEE
At the Report Date, the Strategies Committee is made up of 8 directors (including 3 independent
directors), namely: Marco Tronchetti Provera (Chairman of the Committee), Jiao Jian, Andrea
Casaluci, Chen Qian, Zhang Haitao, Domenico De Sole, Roberto Diacetti and Alberto Bradanini.
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The Committee supports the Board of Directors in examining the “Significant Matters” (for more
information in this regard, see section 4.5.2.) and, in particular, in examining:
-
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business plan and annual budget;
industrial partnerships and strategic JVs of Pirelli and/or any of its subsidiaries.
It is required that the Strategies Committee be the recipient of a specific and continuous flow of
information from the Chief Executive Officer, assisted by the Secretary of the Board for such
purposes.
6.3 RELATED-PARTY TRANSACTIONS COMMITTEE
At the Report Date, the Related-Party Transactions Committee is made up of 3 independent
directors, namely: Marisa Pappalardo (Chairman of the Committee), Michele Carpinelli and Giovanni
Lo Storto.
The Related-Party Transactions Committee advises and makes recommendations to the Board of
Directors on related-party transactions in accordance with Consob regulations and the RPT
Procedure (refer to section 10).
The committee members’ enhanced awareness of the Company and corporate and Group dynamics
is also fostered by the systematic attendance of management at the meetings of the Related-Party
Transactions Committee.
During the year, it was noted that management attended the Related-Party Transactions Committee
meetings in order to provide adequate information support for the adoption of the relevant
resolutions.
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6.4 SUSTAINABILITY COMMITTEE
At the Report Date, the Sustainability Committee is made up of 4 directors (including 1 independent
director), namely: Marco Tronchetti Provera (Chairman of the Committee), Jiao Jian, Andrea
Casaluci and Giovanni Lo Storto.
The Sustainability Committee supports the Board of Directors in the analysis of sustainability issues
related to business operations, corporate social responsibility and the analysis of issues relevant to
the creation of long-term value.
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7.
APPOINTMENTS AND SUCCESSION COMMITTEE
At the Report Date, the Appointments and Succession Committee is made up of 4 members
(including 1 independent director), namely: Marco Tronchetti Provera (Chairman of the Committee),
Zhang Haitao, Domenico De Sole and Chen Aihua. Taking into account the fact that the Committee
in question deals not only with aspects relating to appointments but also the succession of company
senior management, by way of derogation from the Corporate Governance Code, a majority of non-
executive directors (even if not independent) has been appointed as members of such committee.
The Appointments and Succession Committee supports the Board of Directors on appointments and
succession matters, and in particular:
-
-
assists the Board of Directors in identifying candidates for the office of director in the event of
co-optation;
provides the Board of Directors with opinions on the adoption and/or amendment by the Board
of its orientation towards the number of appointments considered compatible with the effective
performance of the role of director.
It should be noted that the oversight of the self-assessment process of the administrative body and
control body has been assigned to the Audit, Risks and Corporate Governance Committee, while
the Appointments and Succession Committee’s duties do not include assisting the outgoing Board
of Directors in the possible presentation of its own slate, since this is not envisaged by the Bylaws.
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7.1 SUCCESSION PLANS
The succession plan for Pirelli’s Chief Executive Officer envisaged by the Shareholders’ Agreement
was carried out and achieved with the appointment to the position of Chief Executive Officer by the
Board of Directors on 3 August 2023 of Andrea Casaluci (the “Succession Plan”).
Considering the Company’s governance structures and the provisions of the Shareholders’
Agreement Renewal, as well as the provisions of the Golden Power DPCM, it is noted that the Chief
Executive Officer is designated by the shareholder Camfin.
The Executive Vice Chairman also has the power to propose to the Pirelli Board of Directors the
revocation of the designated Chief Executive Officer and his/her replacement with a new CEO (or
appointment of a new CEO if the previous CEO should cease to hold office for any reason).
As Executive Vice Chairman, Marco Tronchetti Provera maintains a key role in directing top
management and guaranteeing continuity in Pirelli’s business culture.
In order to assure complete information, note that the Company has adopted a contingency plan and
a method by which to identify successors to Key Managers and senior management positions.
8.
REMUNERATION COMMITTEE AND DIRECTORS’ REMUNERATION
Information about the 2024 remuneration policy and remuneration paid in 2023, and about the duties
performed by the Remuneration Committee, can be found in the Remuneration Report drawn up
pursuant to art. 123-ter of the TUF, which is made available to the public as envisaged by current
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laws and regulations, including by publication on the Website. It should be noted that said document
also includes the information required by Article 123-bis, paragraph 1, letter i) of the TUF.
The committee members’ enhanced awareness of the Company and corporate and Group dynamics
is also fostered by the systematic attendance of management at the meetings of the Remuneration
Committee.
Management - and in particular the EVP & Chief Human Resources Officer, the Head of
Compensation & Benefits and the Head of International Mobility and HR Administration - regularly
and diligently attended the meetings of the Committee during the Financial Year, thereby contributing
to periodic and up-to-date reporting to the Committee.
9.
SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENTI - AUDIT, RISKS AND
CORPORATE GOVERNANCE COMMITTEE
In compliance with Recommendation 32 of the Corporate Governance Code, the Company has
implemented an internal control and risk management system that envisages the involvement of
multiple players with different roles and duties, who act in a coordinated, complementary manner in
order to guarantee the adequacy and efficiency of the system.
The Company’s internal control and risk management system is designed to contribute to the
operation of a healthy and proper business, consistent with the objectives established by the Board
of Directors, by identifying, managing and monitoring the principal risks faced by the Company. The
internal control and risk management system allows the principal risks, and the reliability, accuracy,
trustworthiness and timeliness of financial reporting to be identified, measured, managed and
monitored.
Responsibility for the adoption of an adequate internal control and risk management system lies with
the Board of Directors which, with the support of the Audit, Risks and Corporate Governance
Committee, carries out the tasks assigned to it in the Corporate Governance Code. In particular,
after consulting with the Audit, Risks and Corporate Governance Committee, the Board of Directors:
(i) analyses and approves the compliance and audit plans scheduled for the following financial year;
(ii) supervises the risk management process to ensure that the risks assumed in the course of
business are in line with the Company’s strategies; to this end, it establishes a risk appetite and sets
guidelines for managing risks that may jeopardise the achievement of the Company’s objectives,
assessing their adequacy at least once a year;
(iii) takes note of the risk analysis carried out by the Company’s offices on a quarterly basis and of
the risk assessment at least on the launch of the annual business plans and budgets;
(iv) takes note of the progress of the tax risk monitoring and mitigation activities, as well as (at least
annually) the tax operating plan and (every three years) the strategic tax plan.
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The implementation of the strategies and guidelines adopted by the Board of Directors is then
ensured by a pyramid structure of the departments involved in drafting the plans and activities
mentioned above, thanks to constant interaction between the Board itself and the Company’s top
management which directs its work.
Pirelli’s internal control system has been developed in a bid to pursue the values of substantive and
procedural fairness, transparency and accountability, assuring: (i) efficiency, transparency and
traceability of the transactions and, more in general, the management related activities, (ii) the
dependability of the accounting and management data and the financial information, (iii) compliance
with the laws and regulations and (iv) protecting the Company’s integrity, also for the purpose of
preventing fraud to the detriment of the Company and the financial markets.
A more complete description of Pirelli’s internal control system can be found in the Directors’ report
on operations at 31 December 2023, within the 2023 annual financial report. Additionally, in this
regard, the Board of Statutory Auditors of Pirelli has issued a statement on the administration and
accounting systems adopted by the significant subsidiaries of Pirelli to ensure that the information
on the company’s assets, business and finances required for the preparation of the consolidated
financial statements is regularly received by the Pirelli’s senior management and external auditor.
9.1 DUTIES OF THE CHIEF EXECUTIVE OFFICER IN RELATION TO THE ESTABLISHMENT
AND MAINTENANCE OF THE INTERNAL CONTROL SYSTEM
In its meeting of 3 August 2023, the Board of Directors appointed, in continuity with the previous
mandate, the Chief Executive Officer as the person in charge of setting up and maintaining the
internal control and risk management system.
The Chief Executive Officer is tasked with supervising the functioning of the system of internal control
and risk management and implementing the related guidelines formulated by the Board of Directors,
with support from the Audit, Risk and Corporate Governance Committee, ensuring that all actions
necessary for the implementation of the system are taken. In particular, in line with the
recommendations of the Corporate Governance Code, the Chief Executive Officer:
-
-
-
ensures that the principal business risks are identified, taking account of the characteristics of
the activities carried out by the Company and its subsidiaries, and submits them periodically to
the Board of Directors for review;
authorises execution of the guidelines formulated by the Board of Directors, supervising the
design, implementation and management of the internal control and risk management system
and constantly monitoring its adequacy and effectiveness;
ensures that this system is adapted to any changes in operating conditions and the legislative
and regulatory framework;
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- may ask the internal audit function to carry out checks on specific operational areas and on
compliance with internal rules and procedures in the execution of corporate transactions, while
simultaneously notifying the Chairman of the Board of Directors, the Executive Vice Chairman,
the Chairman of the Audit, Risks and Corporate Governance Committee and the Chairman of
the Board of Statutory Auditors; and
-
reports promptly to the Audit, Risks and Corporate Governance Committee on issues and critical
situations identified during his work or otherwise brought to his attention, so that the Audit, Risks
and Corporate Governance Committee can take appropriate action.
9.2 AUDIT, RISKS AND CORPORATE GOVERNANCE COMMITTEE
At the Report Date, the Audit, Risks and Corporate Governance Committee was made up of 5
directors (four of whom are independent) and namely: Fan Xiaohua (Chairman of the Committee),
Chen Aihua, Roberto Diacetti, Giovanni Lo Storto and Michele Carpinelli. Directors Carpinelli,
Diacetti, Lo Storto and Chen have adequate experience in accounting and finance or in risk
management.
The Audit, Risks and Corporate Governance Committee, which incorporates the functions of the
“control and risks committee” as per the Corporate Governance Code, helps the Board of Directors
to assess and make decisions relating to the internal control and risk management system, as well
as the approval of periodic financial and non-financial reports.
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In particular, the Audit, Risk and Corporate Governance Committee:
- assists the Board of Directors with:
a) defining guidelines for the internal control and risk management system, in keeping with the
Company’s strategies;
b) evaluating, at least once a year, the adequacy of the internal control and risk management
system with respect to the characteristics of the business and the risk profile assumed, as
well as its effectiveness;
c) appointing and removing the head of the Internal Audit department, defining the remuneration
of this figure in line with the company’s policies, ensuring that the same has adequate
resources to perform its duties;
d) approving, at least once a year, the work plan prepared by the head of the Internal Audit
department, having consulted the supervisory body and the Chief Executive Officer, and by
the head of the Compliance department;
e) assessing the adoption of measures aimed to ensure the effectiveness and impartiality of
judgement of the other company departments involved in the controls, checking that they
have adequate professionalism and resources;
f) assessing, having consulted the Board of Statutory Auditors, the results presented by the
external auditor in any letter of recommendations and in the additional report addressed to
the Board of Statutory Auditors;
g) describing, in the report on corporate governance, the main characteristics of the internal
control and risk management system and the methods used to coordinate the various parties
involved in said system, indicating the models and best national and international practices
of reference, expressing its opinion on the overall adequacy of the same;
- having consulted the manager responsible for the preparation of the corporate financial
documents as well as the firm appointed to undertake the external audit of the accounts and the
Board of Statutory Auditors, it assesses the proper and consistent application of the accounting
standards within the Group when preparing the consolidated financial statements;
- assesses the suitability of the periodic, financial and non-financial information, correctly
representing the business model, the Company’s strategies, the impact of its activities and the
performances achieved in coordination with the Strategies Committee;
- examines the content of the periodic non-financial information relevant for the internal control
and risk management system;
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- expresses opinions on specific aspects concerning identification of the main company risks and
supporting the assessments and decisions of the Board of Directors on the management of risks
deriving from adverse facts that have come to the attention of the Committee;
- examines the periodic reports prepared by the Internal Audit manager and the manager of the
Compliance function;
- monitors the autonomy, adequacy, effectiveness and efficiency of the Internal Audit function;
-
-
requesting that the Internal Audit department, if deemed appropriate, perform checks in specific
operational areas, notifying the Chairman of the Board of Statutory Auditors at the same time;
reporting to the Board of Directors on the work performed and on the adequacy of the internal
control and risk management system, at least at the time of approving the financial statements
and the half-year report;
- monitoring compliance with and the periodic update of corporate governance rules, as well as
compliance with any codes of conduct adopted by the Company and its subsidiaries; in particular,
it is responsible for proposing the procedures and timeframes for the Board of Directors’ annual
self-assessment;
- defines the optimum composition of the Board of Directors and its Committees, providing
opinions for the Board of Directors on the size and composition of the Board, and makes
recommendations about the professional roles whose presence on the Board of Directors is
deemed appropriate.
The Committee members’ enhanced awareness of the Company and corporate and Group dynamics
is also fostered by the systematic attendance of Company’s management at the Audit, Risks and
Corporate Governance Committee’s meetings.
During the Financial Year, in fact, it was noted that the management – and, in particular, the Head
of Compliance & Rules, the Manager responsible for the preparation of the corporate financial
documents, the Head of Financial Statements and Administration, the Head of Sustainability and
Future Mobility, the Head of Sustainability and Equal Opportunities, the Head of Internal Audit, the
Executive Vice President Sustainability New Mobility and Motorsport, the Head of Information
Security, the Head of Finance, M&A and Risk Management and the Risk Manager – assiduously
attended the meetings of the Audit, Risks and Corporate Governance Committee, helping ensure
that the Committee was regularly kept up-to-date and informed.
9.3
INTERNAL AUDIT DEPARTMENT
The Company has an Internal Audit Department, which has been assigned functions that are
essentially in line with those provided for by the Corporate Governance Code.
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More specifically, the Internal Audit Department is tasked with assessing the adequacy and
functioning of the audit, risk management and corporate governance processes, by providing
independent and objective assurance and advice.
The Internal Audit Department also:
-
-
-
-
-
-
audits, both on a continuous basis and in relation to specific needs and in accordance with
international standards, the effective operation and suitability of the internal control and risk
management system – suggesting any corrective actions required – by implementing an audit
plan approved by the Board of Directors, based on a structured process of analysis and priorities
of the principal risks;
carries out audits, also at the request of the Audit, Risks and Corporate Governance Committee,
the Board of Statutory Auditors and the Chief Executive Officer, of specific operating areas and
compliance with the internal procedures and rules in the execution of business operations;
prepares periodic reports on its assessment of the suitability of the internal control and risk
management system. These reports are sent, at least once every quarter, to the Board of
Statutory Auditors, the Audit, Risks and Corporate Governance Committee, and the Director
responsible for the internal control system, and, at least every six months, to the Board of
Directors;
receives and analyses reports obtained in accordance with the whistle-blowing procedures
established by the Group and regarding any cases of corruption/violation of the principles of
internal control and/or the precepts of the Code of Ethics, equal opportunities, corporate rules
and regulations, or any other actions or omissions that, directly or indirectly, might result in
economic or financial losses for or damage to the reputation of the Group and/or its subsidiaries;
provides adequate support to the Supervisory Bodies of the Group companies established
pursuant to art. 6 of Decree 231/2001;
provides advice and support to the relevant Company departments – without exercising any
decision-making or authorisation responsibilities – regarding inter alia: (i) the reliability of the
systems safeguarding the Company’s assets; (ii) the adequacy of the accounting, control and
reporting procedures for administrative operations.
As mentioned in section 9.2 of the Report, it should be noted that the Audit, Risks and Corporate
Governance Committee expresses an opinion on proposals concerning the appointment, revocation,
assignment of duties and determination of the remuneration, consistent with Company policies, of
the head of the Internal Audit Department, as well as on the adequacy of the resources allocated to
the department in order to carry out the assigned functions.
The Head of the Internal Audit Department reports hierarchically to the Executive Vice President of
Corporate Affairs, Compliance, Internal Audit, Corporate Security and Company Secretary and
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functionally to the Audit, Risks and Corporate Governance Committee and the Board of Statutory
Auditors.
9.4 COMPLIANCE DEPARTMENT
Operating within the Corporate Affairs, Compliance, Internal Audit, Corporate Security and Company
Secretary Department, the Pirelli Compliance Department works with the Legal departments and
other competent company departments to ensure that the company’s internal regulations, processes
and activities are constantly aligned with the applicable regulatory framework, playing an active role
in identifying any non-compliance risks that might give rise to judicial or administrative penalties,
resulting in reputational damage. For more details on the work carried out by the Compliance
Department during the financial year 2023, see the section of the NFD Report titled “231 Compliance,
Anti-Corruption, Sanctions, Privacy and Antitrust Projects”.
9.5
SYSTEM OF RISK MANAGEMENT AND CONTROL OVER FINANCIAL INFORMATION
Pirelli has implemented a specific and structured risk management and internal control system
supported by a dedicated IT application, in relation to the process to prepare the consolidated half-
yearly and annual financial reports. In particular, the financial reporting process is carried out by
applying appropriate administrative and accounting procedures created in accordance with the
criteria established by the Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
The administrative/accounting procedures adopted for the preparation of financial statements and
all other financial disclosures are created under the responsibility of the Manager in Charge (as
defined in section 9.10 below), who – with support from the Compliance Department – periodically
(and in any case, when the separate/consolidated financial statements are drawn up) checks their
adequacy and proper application.
In order to allow certification by the Manager in charge, the companies and the significant processes
that feed into and generate information of an economic and financial nature have been mapped.
These maps are updated on an annual basis taking account of quantitative and qualitative criteria.
Quantitative criteria consist in identifying those Group companies which, in relation to the selected
processes, represent an aggregate value above a certain materiality threshold. Qualitative criteria,
on the other hand, involve reviewing those processes and companies that, according to the Manager
in charge’s final assessment, may present potential areas of risk despite not falling within the
quantitative parameters described above.
Risks/control objectives have been identified for each selected process involved in the preparation
of
the
effectiveness/efficiency of the internal control system in general.
related disclosures, as well as with
financial statements and
regard
the
to
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Detailed verification work has been planned, and specific responsibilities have been defined for each
control objective.
A half-yearly system for supervising the verification work undertaken has been implemented through
a chain-of-certifications mechanism, which is traced all the way back to the Chief Executive Officers
of each Group company within the scope of control; any problems emerging during the assessment
process are subject to action plans whose implementation is monitored within the following half year.
Moreover, the Chief Executive Officers and Chief Financial Officers of subsidiaries issue half-yearly
statements attesting the reliability and accuracy of the data submitted for the preparation of the
Group’s consolidated financial statements.
Shortly before the Board meetings held to approve the consolidated data as of 30 June and 31
December, the results of the verification work are shared with the Group’s Manager in charge.
Finally, the Internal Audit Department periodically verifies the adequacy of the design and the
effective operation of the controls carried out on samples of companies and processes, selected
applying materiality criteria.
9.6 TAX RISK CONTROL SYSTEM
The Group’s management of and approach to the tax risk are defined and indicated in the principles
and values of its Global Tax Policy, the document approved by the Board of Directors and made
public on the Company’s website. The Board of Directors is periodically informed, through the Audit,
Risks and Corporate Governance Committee, about the progress of the monitoring, management
and mitigation of the tax risks identified as part of the business activities carried out by the Group.
Since 2017, the Company has adopted a Tax Control Framework (“TCF”) in line with international
best practice and in compliance with the Principles dictated by the OECD, i.e. a system for the
detection, management, mitigation and control of tax risks based on rules, principles and processes,
which reaffirms the Group’s commitment to strict compliance with tax regulations.
The soundness of the Company’s TCF has been endorsed by the Italian Revenue Agency and
certified with the Company being admitted (as of 2017) to the “Cooperative Compliance” Scheme
– the new course in the relationship between tax authorities and taxpayers, a rewarding scheme to
which only a few large Italian industrial and banking groups have been admitted.
The results of the risk management, control and mitigation activities, and the progress of dialogue
with the Italian tax authorities are periodically reported through the Tax Risk Officer – a position
provided for under the Collaborative Compliance scheme, who is responsible for implementing and
overseeing the TCF for the purpose of controlling and mitigating tax risks – and the Tax Affairs
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Department to the Audit, Risks and Corporate Governance Committee which, in turn, reports to the
Board of Directors.
9.7 DIRECTOR RESPONSIBLE FOR SUSTAINABILITY ISSUES
On 3 August 2023, in continuity with the previous mandate, the Board of Directors identified the Chief
Executive Officer as being the Director in charge of sustainability topics.
In that role, he will be responsible for supervising sustainability issues associated with the conduct
of the activities of the company, and its dynamics of interaction with all the stakeholders, and for
implementing the guidelines defined by the Board of Directors. For more details on the Group’s
sustainability governance, see the NFD Report.
9.8 MODEL 231 AND CODE OF ETHICS
The Company has adopted the organisation and management model envisaged by Decree 231 of 8
June 2001, as subsequently amended from time to time (the “Model 231”), in order to create a
system of rules designed to prevent unlawful conduct that might be significant for the purposes of
applying the above regulations and, as a consequence, has established a supervisory body (the
“Supervisory Body”).
Model 231 – periodically updated by the Company in light of legislative developments – is made up
of: (a) a general part covering topics relating, inter alia, to the applicability and application of Decree
231/2001, the composition and functioning of the Supervisory Body, and the system of penalties
applicable in the event of breaches of the standards of conduct specified in Model 231, and (b) a
special part containing the general principles of conduct and the control protocols for each type of
identified offence deemed significant for the Company.
The Supervisory Body in office, appointed by the Board of Directors on 3 August 2023, in continuity
with the previous body, consists of 3 members, specifically: Carlo Secchi (Chairman), Antonella Carù
(Standing Auditor) and Alberto Bastanzio (by virtue of the office held as Executive Vice President
Corporate Affairs, Compliance, Internal Audit, Corporate Security and Company Secretary). The
Supervisory Body satisfies the autonomy, independence, professionalism and continuity of action
requirements specified by law for that body.
The Supervisory Body will remain in office until expiry of the mandate of the Board of Directors and,
therefore, until Shareholders’ Meeting approval of Pirelli’s annual financial statements at 31
December 2025.
Pirelli has adopted a Code of Ethics that sets out principles for the required conduct of directors,
statutory auditors, managers and employees of the Group and, in general, all those working in Italy
and abroad on behalf or for the benefit of the Group, or engaging in business relations with the
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Group, each in the context of their own functions and responsibilities. This includes any conduct with
reference to the sustainability issues as described in more detail in the NFD Report.
An extract of Model 231 and the Code of Ethics are available on the Website.
9.9 AUDITING FIRM
to perform
firm engaged
The
is
PricewaterhouseCoopers S.p.A. (the “Auditing Firm”), with registered and administrative offices at
Piazza Tre Torri 2, Milan, recorded on the Register of Auditors established pursuant to arts. 6 et seq.
of Legislative Decree no. 39 of 27 January 2010 (“Legislative Decree No. 39/2010”).
the Company accounts
the external audit of
Pirelli’s Ordinary Shareholders’ Meeting held on 1 August 2017 confirmed the firm’s appointment to
perform the external audit of the accounts (originally made for three financial years on 27 April 2017),
establishing that, with effect from the admission of Pirelli shares to trading on the MTA (now Euronext
Milan), which occurred on 4 October 2017, such appointment would entail: (i) the external audit of
the accounts (including verification that the accounting records are properly kept and that the results
of operations are properly reflected in the accounting entries) pursuant to articles 13 and 17 of
Legislative Decree 39/2010 for the financial years 2017-2025, in relation to the separate financial
statements of the Company, the consolidated financial statements of the Group and the additional
related activities; and (ii) the limited examination of the condensed half-year consolidated financial
statements of Pirelli for the six-month periods ending on 30 June 2018-2025168.
In addition to carrying out the statutory audit, the Auditing Firm is also responsible for the limited
audit of the sustainability performance data reported in the NFD Report in accordance with the
criteria set out in ISAE 3000 Revised169.
For the sake of completeness, it should be noted that the Company has adopted Internal Operating
Rules to assign tasks to the Auditing Firm170 which concerns – among other things – the procedures
168 With the approval of the financial statements relative to the financial year 2025, the statutory auditing appointment conferred upon
PricewaterhouseCoopers S.p.A. for the nine years 2017-2025 will reach its expiry; in order to guarantee a liaison period between the
current and future statutory auditor, more appropriate to the dimensions and complexity of the Group, also taking into account the
cooling-in period envisaged by European Regulation No. 537/2014, in compliance with national best practices, the Board of Statutory
Auditors has shared the proposal prepared by the competent corporate departments to launch - two years ahead - the selection
procedure for the conferral of the statutory auditing appointment for the nine years 2026-2034. Upon conclusion of the assessment
process, during the meeting held on 29 February 2024, the Board of Statutory Auditors formulated for the Shareholders’ Meeting in
accordance with Art. 16 of European Regulation no. 537/2014 and Art. 13 of Italian Legislative Decree No. 39 of 27 January 2010, the
proposal for the conferral of the statutory auditing appointment for the nine years 2026-2034 either to EY S.p.A. or KPMG S.p.A.,
informing the Shareholders’ Meeting to be called for 28 May 2024 of its grounded preference for the offer made by EY S.p.A., which
was the offer with the highest technical score and the best in economic terms.
169 International Standard on Assurance Engagements 3000 - Assurance Engagements other than Audits or Reviews of Historical
Financial Information, issued by the International Auditing and Assurance Standards Board. For further information, please refer to the
Auditors’ Report at the end of the Annual Report for Financial Year 2023.
170 Operating Rules “Engagement of Auditing Firms” adopted pursuant to Directive 2006/43/EC, as amended by Directive 2014/56/EU,
and Regulation 537/2014. Directive No. 2014/56 was transposed by Legislative Decree No. 135/2016, which amended Legislative
Decree No. 39/2010.
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for assigning tasks other than the statutory audit to PricewaterhouseCoopers S.p.A. and members
of its network (“Other Engagements”; i.e. other audit services, audit-related services and non-audit
services). The Operating Rules establish a detailed procedure that requires prior approval of the
Board of Statutory Auditors for the assignment of Other Engagements. In compliance with the
provisions of Article 17 of Legislative Decree No. 39/2010 on the independence of the Auditing Firm,
the Company also has a procedure in place to ensure compliance with the thresholds set out in art.
4, paragraph 2 of Regulation 537/2014171. In that regard, during the meetings of the Board of
Statutory Auditors regarding the approval of Other Engagements, specific documentation is provided
to certify compliance with said thresholds. The details of the fees paid to the Auditing Firm are
reported in the explanatory notes on the Pirelli financial statements.
9.10 MANAGER RESPONSIBLE FOR THE PREPARATION OF THE CORPORATE FINANCIAL
DOCUMENTS
In its meeting of 3 August 2023, with the favourable opinion of the Board of Statutory Auditors, the
Board of Directors confirmed Fabio Bocchio, who is responsible for the Administration, Budget and
Control departments, as the Manager responsible for the preparation of the corporate financial
documents pursuant to art. 154-bis of the TUF (“Manager in Charge”). The appointment of the
Manager in Charge has the same term as the mandate of the Board of Directors, which also verified
that the Manager in charge met the requirements of professionalism and integrity that are necessary
for the assignment.
The Board of Directors ensures that the Manager in Charge avails of the proper means and powers
to exercise the duties conferred, and ensures effective compliance with administrative and
accounting procedures. The Manager in charge puts suitable administrative and accounting
procedures in place for the preparation of the separate and consolidated financial statements, as
well as of all other financial communications.
The Company deeds and communications made public to the market that contain accounting
information, including interim data, must be accompanied by a written declaration from the Manager
in charge confirming that it corresponds to the supporting documentation, records and accounting
entries.
It is specified that under the appointment held, in accordance with the Bylaws, the Manager in Charge
is classified as a Key Manager.
171 “Where the statutory auditor or auditing firm supplies the entity being audited, its parent company or companies it controls – for a period
of three or more consecutive financial years – with non-audit services other than those referred to in art. 5, paragraph 1 herein, the
total fees for said services shall be limited to 70% of the average fees paid during the preceding three consecutive financial years for
the statutory audit of the entity being audited and, where applicable, its parent company, controlled companies and the consolidated
financial statements of said group of companies. For the purposes of the limitations set out in the first paragraph, non-audit services
other than those referred to in art. 5, paragraph 1 required by EU or Italian law shall be precluded”.
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9.11 COORDINATION BETWEEN THE PARTIES INVOLVED IN THE INTERNAL CONTROL
AND RISK MANAGEMENT SYSTEM
As part of the internal control and risk management system, the Company provides for and promotes
close coordination between the parties involved in the system, scheduling meetings at least once
every six months for the Audit, Risks and Corporate Governance Committee, during which
Committee members are able to interact directly with the managers of the departments involved
(Compliance, Internal Audit, Risk Management and Information Security). The results of the
Committee meetings are reported directly to the meetings of the Board of Directors on a regular
basis.
In order to ensure coordination between the Company’s control systems, the meetings of the Audit,
Risks and Corporate Governance Committee are held periodically jointly with the Supervisory Board
and the Board of Statutory Auditors.
For further information, please refer to the dedicated section in the directors’ report on operations at
31 December 2023, within the 2023 annual financial report.
10.
INTERESTS OF THE DIRECTORS AND RELATED-PARTY TRANSACTIONS
In compliance with the provisions of art. 2391-bis of the Italian Civil Code and the Related-Party
Regulations, on 15 June 2021 the Board of Directors – following the unanimous favourable opinion
expressed by the Related-Party Transactions Committee – passed a resolution to adopt, with effect
from 1 July 2021, the procedure for related-party transactions (the “RPT Procedure”), subsequently
updated - on 17 March 2022 by the Board of Directors, only to take into consideration the changes
to the Company’s organisational structure.
The RPT Procedure, as most recently confirmed by the Board of Directors on 3 August 2023, is
available for consultation on the Website.
The RPT Procedure establishes rules for the approval and execution of the related-party transactions
arranged directly by Pirelli or by its subsidiaries.
Periodically and at least every three years, the Board of Directors - having received the opinion of
the Related-Party Transactions Committee - considers the need to revise the RPT Procedure.
A special section of the financial statements shows the principal transactions with related parties
undertaken by the Company.
Every six months, a report on the application of the RPT Procedure, drawn up by the Compliance
Department, is submitted to the Related-Party Transactions Committee and subsequently the Board
of Directors. The analyses carried out to date have shown, also for financial year 2023, due
compliance with and the correct application of the aforementioned procedure in all cases falling
within its scope of application.
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For more information on the Related-Party Transactions Committee, see section 6.3 of the Report.
By virtue of the existing measures under the provisions of art. 2391 of the Italian Civil Code and the
RPT Procedure, the Board of Directors did not hold it to be necessary to adopt any additional
operative solutions to identify and suitably manage situations in which a Director has an interest on
his/her own behalf or that of third parties.
11. BOARD OF STATUTORY AUDITORS
11.1 APPOINTMENT, REPLACEMENT AND DURATION IN OFFICE
At the Report Date, the Board of Statutory Auditors is composed of five standing auditors and three
alternate auditors who all satisfy current legislative and regulatory requirements; in this regard the
activities indicated in the corporate purpose, with particular reference to companies or entities
operating in the financial, industrial, banking, insurance and real estate fields and services in general,
are qualified as subjects and sectors of activity closely related to those of the company.
In accordance with Art. 16, paragraph 2 of the Bylaws, the Ordinary Shareholders’ Meeting appoints
the Board of Statutory Auditors and determines its remuneration.
The statutory auditors act with autonomy and independence, also with regard to the shareholders
that elected them.
In order to enable the minority to elect a standing auditor (who will be the Chairman of the Board of
Statutory Auditors) and an Alternate Auditor, the Board of Statutory Auditors is appointed on the
basis of slates presented by the shareholders, in which each candidate is listed with a sequence
number. Each slate contains a number of candidates that does not exceed the number of members
to be elected.
Shareholders are only entitled to present a slate if, alone or together with other shareholders, they
hold at least 1% of the shares entitled to vote at an Ordinary Shareholders’ Meeting, or any lower
amount required by a regulation issued by Consob for the presentation of slates of candidates for
appointment to the Board of Directors. Each shareholder may present or contribute to the
presentation of just one slate.
The slates of candidates, signed by those presenting them, must be filed at the registered offices of
the Company at least twenty-five days prior to the date fixed for the Meeting called to appoint the
members of the Board of Statutory Auditors, without prejudice to any extension in the cases
envisaged by the applicable legislation. These slates are made available to the public at the
registered offices, on the Website and in other ways prescribed by Consob regulation, at least
twenty-one days prior to the date of the Meeting.
Each candidate may be included on just one slate, subject otherwise to becoming ineligible.
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Each slate comprises two sections: one for candidates for the office of standing auditor and the other
for candidates to the position of alternate auditor. The first candidate in each section shall be selected
from among those registered in the Register of Chartered Accountants who has worked on external
audits for a period of not less than three years. In order to ensure gender balance, slates that - taking
account of both sections - present a number of candidates equal to or exceeding three, must include
candidates of each gender at least to the minimum extent required by law and / or pro tempore
regulations in force, as specified in the notice of call of the Shareholders’ Meeting, both in the section
for standing statutory auditors and in the section for alternates.
Each party entitled to vote may only vote for one slate. The members of the Board of Statutory
Auditors are elected as follows:
1)
2)
four standing auditors and two alternate auditors are drawn, in the sequence listed, from the
slate that obtained the largest number of votes (the majority slate);
the remaining standing auditor and alternate auditor are drawn, in the sequence listed, from the
slate that obtained the second largest number of votes (the minority slate); should several slates
obtain the same number of votes, a new vote limited to just those slates is held by all those
entitled to vote that are present at the Shareholders’ Meeting, and the candidates on the slate
which obtains the simple majority of the votes will be elected.
Should application of the slate voting mechanism not obtain, considering the standing and alternate
auditors separately, the minimum number of statutory auditors belonging to the less represented
gender envisaged by the regulations in force at the time, the candidate belonging to the most
represented gender and elected, indicated with the highest sequential number of each section from
the slate that obtained the largest number of votes, will be replaced by the candidate belonging to
the less represented gender not already elected from the same section of that slate, according to
the sequential order of presentation.
An auditor is replaced, in the event of death, resignation or forfeiture, by the first alternate auditor
drawn from the same slate. If this replacement does not allow the Board of Statutory Auditors to be
reconstructed in compliance with current regulations, including those governing gender balance,
recourse is made to the second alternate auditor drawn from the same slate. If, subsequently, it
becomes necessary to replace another Auditor drawn from the slate that obtained the largest number
of votes, recourse is made to the other alternate auditor drawn from the same slate. Should it be
necessary to replace the Chairman of the Board of Statutory Auditors, the chair is taken by the
second auditor on the same slate as the Chairman to be replaced, following the order of that slate,
always provided that the replacement satisfies the requirements for the position established by law
and/or the Bylaws and complies with the gender balance requirements envisaged by the regulations
in force; if it is not possible to make replacements in accordance with the above criteria, a
Shareholders’ Meeting will be called to supplement the Board of Statutory Auditors with resolutions
adopted by a relative majority of the votes cast.
When the Shareholders’ Meeting must appoint the standing and/or alternate auditors necessary for
the supplementing of the Board of Statutory Auditors, the procedure is the following: if it is necessary
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to replace auditors elected from the majority slate, the appointment is made by a relative majority of
the votes cast, without any slate requirements and without prejudice, in all cases, to compliance with
the gender balance requirements envisaged by the regulations in force; if, on the other hand, it is
necessary to replace auditors elected from the minority slate, the Shareholders’ Meeting replaces
them by a relative majority of the votes cast, choosing them - where possible - from among the
candidates indicated on the slate from which the auditor to be replaced was drawn and, in all cases,
in compliance with the principle guaranteeing representation for the minorities that, pursuant to the
Bylaws, are entitled to participate in the appointment of the Board of Statutory Auditors, without
prejudice in all cases to compliance with the gender balance requirements envisaged by the
regulations in force. The principle guaranteeing representation for the minorities is respected if the
auditors elected were previously candidates on the minority slate or on slates other than that which,
at the time of appointing the Board of Statutory Auditors, obtained the largest number of votes.
If only one slate is presented, the Shareholders’ Meeting votes on it; if the slate obtains a relative
majority of the votes cast, the candidates named in the respective sections of the slate are elected
as standing auditors and alternate auditors; the person named first on the above slate becomes the
Chairman of the Board of Statutory Auditors.
For the appointment of statutory auditors who, for any reason, were not appointed in accordance
with the above procedure, the Shareholders’ Meeting adopts resolutions with the majorities required
by law, without prejudice in all cases to compliance with the gender balance requirements envisaged
by the regulations in force. Outgoing Statutory Auditors may be re-elected.
11.2 COMPOSITION
The Board of Statutory Auditors in office at the Report Date was appointed by the ordinary
Shareholders’ Meeting held on 15 June 2021 and is made up of the following members: Riccardo
Foglia Taverna (Chairman of the Board of Statutory Auditors, appointed by the minorities),
Francesca Meneghel, Teresa Naddeo, Antonella Carù, and Alberto Villani, as Standing Auditors,
and Franca Brusco (appointed by the minorities), Marco Taglioretti and Maria Sardelli, as alternate
auditors until the date of the Shareholders’ Meeting called for the approval of the financial statements
for the year ending 31 December 2023.
The professional profiles of the members of the incumbent Board of Statutory Auditors are
summarised on the Website.
The remuneration of the statutory auditors is discussed in the Remuneration Report.
All Statutory Auditors may be qualified as independent based on the criteria specified for Directors
as set out in the Corporate Governance Code and regulations in force at the time, as expressly
ascertained by the Board of Statutory Auditors based on the information provided by the Statutory
Auditors and the information available thereto. This check is carried out on an annual basis and was
most recently conducted in the meeting of the Board of Statutory Auditors on 1 March 2024, during
which the continued fulfilment of independence requirements was assessed and verified within the
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meaning of the TUF and Corporate Governance Code, while also bearing in mind the “Independence
and Diversity Statement” and the assessments conducted last year regarding the independence of
Standing Auditor Antonella Carù, were confirmed172.
As concerns the limit to appointments held by members of the Board of Statutory Auditors, the
Company checked that such limit was respected both at the time of appointment by the Pirelli
Shareholders’ Meeting and once a year, on the basis of the declarations made by the individual
members of the Board of Statutory Auditors, in accordance with Annex 5-bis of the Issuers’
Regulation. The results of the check for Financial Year 2023 are given in Table 4 of the Report.
During the Year, the Board of Statutory Auditors of Pirelli met 17 times, with each meeting having
an average duration of about 2 hours and attendance being 94% of Standing Auditors. The
percentage attendance by Auditors of the meetings of the Board of Directors and Shareholders in
Financial Year 2023 was, respectively, 93% and 80%. For more information on the work of the Board
of Statutory Auditors during the Financial Year, reference is made to the Statutory Auditors’ report
to the financial statements at 31 December 2023, within the 2023 annual financial report.
The members of the Board of Statutory Auditors present such characteristics as to ensure an
adequate level of diversity with regard to aspects such as age, gender composition and educational
and professional background. In particular, at the Report Date, in compliance with “gender equality”
regulations, of the eight members of the Board of Statutory Auditors (five standing auditors and three
alternate auditors), approximately 63% were female (the percentage is 60% of the standing Auditors
only). The average age of the members of the Board of Statutory Auditors is approximately 60 years.
During the course of the Financial Year, the Board of Statutory Auditors, like the Board of Directors,
again carried out the process for assessing its performance, with assistance from the consulting firm
Spencer Stuart, in line with what was done in the previous year and in compliance with the code of
conduct for listed companies published by the Italian national association of chartered accountants
and auditors (“Rules of Conduct”). That self-assessment process, like the process in place for the
Board of Directors, is carried out through individual interviews, with questions about the suitability,
size, composition and functioning of the Board of Statutory Auditors itself, in order to verify suitability,
fairness and effectiveness in its functioning. Positive outcomes of the Board of Statutory Auditors’
self-assessment process are included in the Statutory Auditors’ report at 31 December 2023.
The relevant information about each member of the Board of Statutory Auditors is summarised in
Table 4 of the Report.
The Board of Statutory Auditors in office at the Report Date will cease their mandate with the
approval of the financial statements at 31 December 2023 by the Shareholders’ Meeting. Therefore,
having reached the end of its mandate, the latter has made available to shareholders, in compliance
with the provisions of the Rules of Conduct, a document setting out guidance to professional profiles
and the competences that appropriately go towards forming an optimal quality membership, as well
as the time commitment required to perform the duty and the appropriate remuneration to ensure
172 For more details, please see the Report on the Corporate Governance and Share Ownership for financial year 2022.
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that people of adequate standing are attracted (“Outgoing Board of Statutory Auditors
Document”), to which reference should be made for further details and made available by the
Company on the Website.
11.3 DUTIES AND TASKS
The Board of Statutory Auditors monitors compliance with the law and the bylaws, as well as
adherence to the principles of proper management and, in particular, the adequacy of the
organisational, administration and accounting structure adopted by the company and its actual
implementation. In addition, it verifies the procedures to implement effectively the corporate
governance rules envisaged by the Self-Regulation Code the Company declares it has adopted.
In accordance with Italian Legislative Decree 39/2010, the Board of Statutory Auditors monitors the
statutory auditing process of the annual financial statements and the consolidated financial
statements, the results of which it then discloses to the Board of Directors, to which it also submits
the report by the independent auditor pursuant to Art. 11 of European Regulation No. 537/2014 and
also verifies the independence of the independent auditing firm, also with reference to non-audit
services. Finally, the Board of Statutory Auditors is responsible for the procedure used to choose the
statutory auditing firm.
Furthermore, pursuant to the rules regarding non-financial information referred to in Legislative
Decree no. 254 of 30 December 2016, the Board of Statutory Auditors oversees compliance with the
provisions of the aforementioned decree in relation to the preparation of the NFD by the Board of
Directors and informs the Shareholders’ Meeting of the results of the aforementioned supervisory
activity.
The Board of Statutory Auditors also acts as “internal control and accounts auditing committee” in
accordance with Directive 2006/43 EC.
Finally, one Auditor is called to be part of the Supervisory Body, as detailed in section 9.8 of the
Report.
For more details on the duties and tasks of the Board of Statutory Auditors, refer to the Website.
the periodic meetings of
The Board of Statutory Auditors carries out its duties by exercising all the powers conferred on it by
law and by being able to rely on a constant and detailed information flow from the Company, also
outside
the Committees.
In going about its duties, the Board of Statutory Auditors not only attends all meetings of the Board
of Directors and Shareholders’ Meetings, but also has the faculty to take part in the work of the Audit,
Risks and Corporate Governance Committee, the Related-Party Transactions Committee and the
Remuneration Committee. One member of the Board of Statutory Auditors is invited to attend the
meetings of the Appointments and Succession Committee, the Strategies Committee and the
Sustainability Committee, (usually the Chairman).
the Board of Directors and
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As part of the monitoring of compliance with the provisions of the Golden Power DPCM by the
Company, it is envisaged that the Board of Statutory Auditors shall draft an explanatory report of the
measures adopted in compliance with the Decision and any other relevant corporate or business
measure in relation to such, to be sent to the MIMIT.
12.
OTHER ORGANISATIONAL STRUCTURES
12.1 CORPORATE GENERAL MANAGEMENT
It is noted that, also in compliance with the provisions of the Golden Power DPCM, on 3 August 2023
the Corporate General Management was established, entrusted to Mr. Francesco Tanzi, who, as a
result, the Bylaws have also classified as Key Manager. The Board of Directors conferred
appropriate responsibilities and operational powers to perform the assignment on the Corporate
General Manager.
In view of the new structure, the previous General Management Operations, has been superseded.
12.2 SECURITY ORGANISATION
In compliance with the provisions of the Golden Power DPCM, the Company has established the
Security Organisation, an autonomous security organisational unit to manage all Pirelli’s assets and
businesses that are considered as being of strategic relevance to protect national interests. The
Executive Vice Chairman has been appointed to head the structure as indicated in section 4.5.1 of
the Report and the Council of Ministers has expressed its assent on his suitability to hold that office.
In this role, the Executive Vice Chairman has therefore appointed the Board Secretary as Security
Officer (“SO”), also identifying the substitute and defining the related structure.
13.
INFORMATION FLOWS TO THE DIRECTORS AND STATUTORY AUDITORS
The Board of Directors of Pirelli adopted a procedure for information flows to the Directors and
Statutory Auditors, in order to (i) guarantee the transparent management of the business, (ii)
establish conditions for the effective and efficient management and control of the activities of the
Company and the operations of the business by the Board of Directors, and (iii) provide the Board
of Statutory Auditors with the sources of information needed for the efficient performance of its
supervisory role.
The flow of information to the directors and statutory auditors is assured, preferably, by the
transmission of documents on a timely basis and, in any case, with sufficient frequency to ensure
compliance with the disclosure requirements, and in accordance with deadlines consistent with the
timetables set for each board meeting. These documents may be supplemented by explanations
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provided in the context of the board meetings, or at specific informal meetings organised to examine
topics of interest relating to the management of the company.
When the information flows relate to Inside Information and/or Significant Information, they must take
place in accordance and compliance with the procedures indicated in the Market Abuse Procedure.
It is required that the Strategies Committee be the recipient of a specific and continuous flow of
information from the Executive Vice Chairman, assisted by the Secretary of the Board for such
purposes.
The procedure on information flows is available on the Website; you are referred to it for more
information.
14. RELATIONS WITH SHAREHOLDERS
Pirelli attributes strategic importance to Financial Reporting. In accordance with the Group’s Values
and Code of Ethics, Pirelli maintains constant dialogue with Shareholders, Bondholders, Institutional
and Individual Investors and Analysts from major investment banks through the Investor Relations
department and the Group’s Top Management in order to promote fair, transparent, timely and
accurate reporting.
In line with international best practice, the “Investors” section of the website is constantly updated
with content of interest to the financial market, including: strategy (“Equity Story”), economic-financial
data on previous years, analysts’ opinions of Pirelli, and their estimates for the principal economic-
financial indicators (“Consensus”), monthly developments in the principal automotive tyre market
(“Tyre Market Watch”). The Investor Relations Department also promotes periodic meetings with
Shareholders and Investors in Italy and abroad.
14.1 POLICY FOR MANAGING DIALOGUE WITH SHAREHOLDERS AND THE MAIN
FINANCIAL MARKET STAKEHOLDERS
On 3 August 2023, the Board of Directors confirmed a policy173 which governs the rules for managing
the dialogue held by the Board of Directors, through the Executive Vice Chairman and with the
assistance of the departments concerned (primarily Investor Relations and Corporate Affairs), with
shareholders and with the main Stakeholders of the financial market in which the Company operates
(“Engagement Policy”).
173 Adopted for the first time on 23 February 2022, following the favourable opinion of the Audit, Risks, Sustainability and Corporate
Governance Committee, changing the existing practices and in compliance with Recommendation 3 of the Corporate Governance
Code.
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Pirelli & C. S.p.A. – 2023 Annual Report
This policy covers – inter alia – the following issues:
-
-
-
-
-
business and financial strategies and performance;
corporate governance (e.g. appointment and composition of the administrative body, even in
size, professional aspects, respectability, independence and diversity, and of board committees,
etc.);
social and environmental sustainability;
policies on the remuneration of directors and Key managers and on their implementation; and
system of internal control and risk management.
Please see the Website for more information on the Engagement Policy, including references to the
criteria and procedures used by the Board of Directors to promote dialogue with shareholders and
other stakeholders.
No meetings were held with investors in accordance with the Engagement Policy during the Financial
Year.
15. SHAREHOLDERS’ MEETINGS
Pursuant to art. 7 of the Bylaws, ordinary and extraordinary Shareholders’ Meetings of the Company
are held in single call. Their resolutions are adopted with the majority required by law, with the sole
exception of the authorisation of the Board of Directors to carry out the deeds listed below, which
requires a qualified majority (votes in favour of shareholders representing at least 90% of the share
capital of the Company):
-
-
transfer of the operational and administrative headquarters outside of the municipality of Milan;
any transfer and/or deed of disposition, in any form, of Pirelli know-how (including the granting
of licences).
Parties entitled to vote may be represented by proxy, given in accordance with the procedures
envisaged by law and the regulations in force.
The notice of call may also limit to one of the above methods the specific procedure usable in relation
to the Meeting called by that notice.
For each Meeting, the Company designates one or more persons to which those entitled to vote may
grant proxy, with voting instructions for all or just some of the motions on the agenda. The proxy
does not apply to motions for which no voting instructions were given. The persons designated to
receive proxies for the Meeting are specified in the related notice of call, together with relevant
procedures and deadlines.
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Pirelli & C. S.p.A. – 2023 Annual Report
Report on corporate governance
The Ordinary Shareholders’ Meeting for the approval of the financial statements must be called, in
accordance with the law, no later than 180 days from the end of the financial year.
In the situations envisaged by law and in accordance with the related procedures, the directors must
call a Shareholders’ Meeting without delay when requested by shareholders representing at least
one-twentieth of share capital.
The shareholders requesting the Meeting must prepare a report on their proposals regarding the
matters to be discussed. At the time of publishing the notice of call for the Meeting and in accordance
with the procedures envisaged by law, the Board of Directors must make the report prepared by the
shareholders available to the public, together with its considerations, if any.
In the cases, in the manner and with the timing envisaged by law, shareholders that, individually or
together, represent at least one-fortieth of share capital may request the integration of the items of
the agenda, indicating in their request the additional topics proposed by them, or proposing
resolutions on matters already on the agenda.
A notice is published about the addition of items to the agenda or the presentation of additional
proposed resolutions on matters already on the agenda, by the legal deadlines, in the manner
established for publication of the notice of call.
Shareholders requesting additions to the agenda must prepare and send to the Board of Directors,
by the final deadline for the presentation of requests for additions, a report explaining their reasons
for the proposed resolutions on the matters they wish to discuss, or their reasons for the additional
proposed resolutions presented in relation to matters already on the agenda. At the time of publishing
the notice about the additions to the agenda and in accordance with the procedures envisaged by
law, the Board of Directors must make the report prepared by the shareholders available to the
public, together with its considerations, if any.
The right to attend Meetings and vote is governed by the relevant current legislation and is certified
by a communication sent to the Company, by an authorised intermediary with reference to its
accounting records, on behalf of the party entitled to vote. This certification is based on the evidence
existing at the end of the accounting day on the seventh trading day prior to the date fixed for the
Meeting. The additions and deductions recorded on those counts subsequent to that deadline are
not relevant when determining the legitimacy of the right to vote at the Meeting. The communication
must be received by the Company by the end of the third trading day prior to the date fixed for the
Meeting, or by any different deadline established by the applicable regulations. Shareholders are
still entitled to attend and vote if the communication is received by the Company after the above
deadlines, on condition that it is received before business commences at the Meeting.
Ordinary and extraordinary Shareholders’ Meetings shall be chaired by the Chairman of the Board
of Directors, or, in case the Chairman is absent or unable to perform his/her duties, in turn by the
Vice Chairman or by the CEO. If the above persons are absent, the chair is taken by another person
appointed by a majority of the share capital represented at the Meeting.
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Pirelli & C. S.p.A. – 2023 Annual Report
The Chairman of the Meeting is assisted by a Secretary, appointed by a majority of the share capital
represented at the Meeting, who does not need to be a shareholder; assistance from the Secretary
is not necessary when the minutes of the Meeting are taken by a Notary.
The Chairman of the Meeting chairs the Meeting and, in accordance with the law and the Bylaws,
moderates its course. For this purpose, the Chairman - inter alia - verifies that the Meeting has been
properly convened, verifies the identity of those attending and their right to attend, directly or by
proxy; verifies the legal quorum for voting; directs the proceedings, with the right to change the order
of discussion of the items indicated in the notice of call. The Chairman also adopts suitable measures
to ensure orderly discussions and voting, determining the related procedures and checking the
results.
Meeting resolutions are evidenced by the minutes signed by the Chairman of the Meeting and by
the Secretary of the Meeting or the Notary. The minutes of Extraordinary Meetings must be taken by
a Notary designated by the Chairman of the Meeting. All copies of and extracts from minutes not
prepared by a Notary are certified true by the Chairman of the Board of Directors.
The conduct of such meetings is governed by the general meeting regulations approved by the
Shareholders’ Meeting held on 1 August 2017 (available on the Website), as well as by the law and
the Bylaws.
The Board of Directors has taken action to ensure that shareholders receive suitable information
about the elements necessary for them to make informed decisions where they come under the
shareholders’ meeting’s competence.
During the Financial Year, two shareholders’ meetings were held, respectively on 29 June 2023 and
31 July 2023. Reference is made to the minutes of the respective meetings, available on the Website,
for more details on attendance by directors and auditors.
For the sake of completeness, it should be noted that, for both shareholders’ meetings, the Company
(in compliance with the provisions of the Bylaws and the law174) used the option, inter alia, (i) to
conduct the Shareholders’ Meeting solely in remote form, without the physical attendance of those
entitled to attend, and (ii) to allow those entitled to vote in the Shareholders’ Meeting to attend solely
through a representative appointed pursuant to art. 135-undecies of the TUF.
16. CHANGES SINCE THE END OF THE YEAR
There have not been any changes to the structure of corporate governance since the end of the
Year, except as already indicated in the previous sections, if applicable.
174 Art. 106 of Italian Decree Law No. 18 of 17 March 2020, converted with Law No. 27 of 24 April 2020 and as subsequently extended.
385
Pirelli & C. S.p.A. – 2023 Annual Report
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17. THE PIRELLI WEBSITE
For Pirelli, the Website - in English and in Italian - represents a fundamental tool to ensure the prompt
and total dissemination of information about the Company and the Group to all Stakeholders.
Pirelli ensures that it is promptly and thoroughly updated, so as to guarantee the transparency of
information and compliance with the current laws and regulations applicable to companies listed on
the Italian Stock Exchange.
The Company’s objective is to provide simple and clear information for investors and, in general, all
its Stakeholders, through the Site, in line with common practice. For this reason, also taking account
of the periodic results of assessments by independent agencies and in line with the Stakeholders’
expectations, the Company uses its best endeavours to constantly implement the Website.
18.
CONSIDERATIONS ON THE LETTER BY THE CHAIRMAN OF THE CORPORATE
GOVERNANCE COMMITTEE
With a letter of 14 December 2023 (the “Chairman’s Letter”), in the context of the usual monitoring
of the application of the provisions of the Corporate Governance Code, the Chairman of the
Corporate Governance Committee of Borsa Italiana has provided listed companies with further
recommendations (the “Committee Recommendations for 2024”) listed below:
1. with regard to the business plan, to provide adequate disclosure of the board of directors’
involvement in the examination and approval of the business plan itself and in the analysis of
issues that are relevant for value generation in the long term;
2. with regard to pre-meeting information, to provide adequate justification in the corporate
governance report when an exception has been made to the timely provision of pre-meeting
information for reasons of confidentiality, potentially covered by the board regulations and/or
adopted in practice;
3. with regard to the guidelines of the Board of Directors on an optimal qualitative and quantitative
membership: (i) clearly indicate and provide suitable explanations as to the reasoning behind
such in the corporate governance report of any failure to express, during renewal of the
administrative body, the guidance given by the outgoing Board of Directors as to the quantitative
or qualitative membership and/or the failure to request, from anyone submitting a “long” slate,
the supply of suitable information in respect of the compliance of the slate with the guidance
given by the Board of Directors; and (ii) indicate how the guidance publication time has been
considered fair to allow for suitable consideration by anyone submitting a slate of candidates;
4. as regards increased voting rights, to provide adequate disclosure in the administrative body’s
proposals to the shareholders’ meeting regarding the introduction of increased voting rights, the
objectives of the choice and the expected impact on ownership and control structures and on
future strategies, and to provide adequate justification for any failure to disclose such elements.
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Pirelli & C. S.p.A. – 2023 Annual Report
The Committee’s Recommendations for 2024 were, as usual, brought to the attention of (i) the Audit,
Risks and Corporate Governance Committee and Board of Statutory Auditors on 5 February 2024
and (ii) the Board of Directors on 7 February 2024.
The Board of Directors of the Company – having also obtained the favourable opinions of the
members of the relevant Committees and of the Board of Statutory Auditors on this subject – believes
that, as also accurately detailed in the Report, no specific interventions to its own corporate
governance system are needed in relation to the issues highlighted in the Committee’s
Recommendations for 2024, as the recommendations contained therein are already substantially
implemented by the Company.
387
Pirelli & C. S.p.A. – 2023 Annual Report
Report on corporate governance
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Report on corporate governance
Pirelli & C. S.p.A. – 2023 Annual Report
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401
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration Report
REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
INTRODUCTION
This Report on remuneration policy and the compensation paid (the “Report” or the “Remuneration
Report”), approved by the Board of Directors on 6 March 2024, on a proposal from the Remuneration
Committee, subject to the opinion of the Board of Statutory Auditors, is divided into two sections:
- Section I: “Remuneration Policy” for FY 2024 (the “2024 Policy” or the “Policy”) and
- Section II: “Report on Compensation Paid” in FY 2023 (the “2023 Compensation Report” or the
“Compensation Report”).
The Report is prepared in accordance with Art. 123-ter of the Consolidated Law on Finance (“TUF”),
as amended and supplemented by Art. 3 of Italian Legislative Decree no. 49 of 10 May 2019 (the
“Decree”), as well as art. 84-quater and Scheme 7-bis of Annex 3A to the Consob regulation no.
11971 of 14 May 1999 on issuers, as subsequently amended (the “Issuers’ Regulation”).
For the purposes of the Report, due consideration was given to the European Commission
recommendations on the remuneration of directors of listed companies, as well as to the
recommendations on remuneration adopted by the Corporate Governance Code for listed
companies, approved by the Corporate Governance Committee, to which Pirelli has adhered, as
well as the more recent recommendations of the Corporate Governance Committee.
The Policy has also been drafted in accordance with and for the effects of Pirelli Related Party
Transactions Procedure (the “RPT Procedure”).
The 2024 Policy submitted for the binding vote to the Shareholders’ Meeting called to approve the
financial statements for the year ended 31 December 2023 pursuant to art. 123-ter TUF, paragraph
3-bis and 3-ter, defines the principles and guidelines for the 2024 financial year:
-
for determining the remuneration of the Company Directors of Pirelli & C. S.p.A. (“Pirelli & C.” or
the “Company”), in particular Directors holding specific offices, General Managers and KMs, as
well as, without prejudice to the provisions of art. 2402 of the Italian Civil Code, for determining
the remuneration of members of the control body;
-
to which Pirelli & C. refers in defining the remuneration of Senior Managers and, more generally,
Group Executives.
The 2024 Policy: (i) contributes towards the company strategy, the pursuit of long-term interests and
the sustainable success of Pirelli & C., understood as the creation of long-term value to the benefit
of shareholders, taking into account the other relevant stakeholders of the Company; (ii) also takes
account of the need to have, retain and motivate people with the expertise and professional standing
required by the role held in the Company; and (iii) indicates the purposes, methods of operation and
the beneficiaries of the remuneration, as well as the bodies involved and the procedures used for its
adoption and implementation.
402
Remuneration Report
Pirelli & C. S.p.A. – 2023 Annual Report
The 2023 Report on Compensation Paid, submitted for the advisory and non-binding vote of the
Shareholders’ Meeting in accordance with art. 123-ter, paragraph 6, TUF, provides, by name, for the
Directors, Statutory Auditors and General Managers and, in aggregate form, for the KMs:
- adequate information about each component of their remuneration, including payments
prescribed in the event of resignation from office or termination of employment, pointing out their
compliance with the remuneration policy adopted by the Company for the 2023 financial year;
- an analytical indication of the sums paid in respect of the 2023 financial year for any reason and
in any form by the Company and its subsidiaries or affiliates, indicating any components of
payments that are referable to activities undertaken in years preceding 2023 (and also highlighting
the payments to be made in one or more subsequent years for activity undertaken in the 2023
financial year, providing, if applicable, estimates for the components that cannot be objectively
quantified in the 2023 financial year);
- an illustration of how the Company took account of the votes cast by the Shareholders’ Meeting
in 2023.
The Report is made available to the public at the company’s registered office, at the authorised
storage mechanism (www.emarketstorage.com) and on the website of Pirelli & C. S.p.A at
www.pirelli.com.
403
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration Report
EXECUTIVE SUMMARY
Purposes and
principles of the
Policy
The Policy aims to achieve long-term interests of Pirelli & C., thereby contributing to the achievement of strategic
objectives and sustainable growth of the company as well as bringing the interests of the Management into line with
those of the stakeholders.
PURPOSE
HOW IT OPERATES
Fixed
Remuneration
Rewards managerial and
professional competence and
experience, and the contribution
made to the office held.
Is defined in relation to the characteristics,
responsibilities and powers, if any, assigned to
the role, taking account of the market references,
in order to assure that it is competitive.
BENEFICIARIES IN OFFICE
ON THE DATE OF THE
REPORT
Chairman: € 400,000186
Executive Vice Chairman: €
2,400,000
CEO: € 1,100,000
Corporate General
Manager: € 750,000
KMs, Senior Managers and
Executives: determined
according to the responsibility
assigned and the skills
required by the role held.
186 At the request of Chairman Jiao Jian, on 13 September 2023, the Board of Directors resolved not to allocate any remuneration for the
offices he held during his term of office at Pirelli, specifically Chairman of the Board of Directors, Director and member of the
Committees.
404
Remuneration Report
Pirelli & C. S.p.A. – 2023 Annual Report
Annual variable
remuneration
(STI)
Motivates Management to achieve
the Company’s annual targets,
maintaining a strong alignment with
the company’s medium-long term
strategy, interests and
sustainability, also through three
ESG objectives and a partial
corporate deferral/matching
mechanism.
Directly linked to the achievement of
performance objectives, assigned to each
beneficiary in coherence with the role they cover:
Adjusted EBIT (Group/Region/BU)
Net Cash Flow (before dividends)
(Group/Region)
Group Net Income
Three sustainability objectives
Unit/department objectives (for Senior
Managers and Executives)
In addition to an on-off condition (which
determines access to the Plan), represented by a
cash indicator (typically Net Cash Flow).
There will be a minimum level for each objective,
below which the related pro-quota of the
incentive is not accrued.
There is also a maximum cap to the incentive
that can be achieved (if all maximum
performance objectives are achieved), equal to
twice the incentive that can be achieved at target
performance.
Finally, for General Manager, KMs and selected
Senior Managers/Executives, with a view to
retention, a portion of the incentive accrued
ranging from a minimum of 25% to a maximum
of 50% is subject to three-year deferral. The
relative payment, together with a corporate
matching component, is subject to the
continuation of employment at the company at
the end of this period.
For the rest of the Management, on the other
hand, 25% of the incentive accrued is deferred
and its payment, together with any corporate
matching, is subject to the achievement of the
following year’s STI objectives.
Chairman: not one of the
beneficiaries of the plan.
Executive Vice Chairman:
minimum: 80% of fixed
remuneration
target: 125%
cap: 250%
CEO:
minimum: 70%
target: 110%
cap: 220%
Corporate General
Manager:
minimum: 50%
target: 75%
cap: 150%
KMs:
minimum: 40%
target: 60%
cap: 120%
Senior Managers and
Executives:
minimum: 10% to 25%
target: 15% to 40%
cap: 30% to 80%
405
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration Report
Medium-long
term variable
remuneration
(LTI)
Promotes the creation of long-term
sustainable success and the
achievement of the objectives of
the Company’s strategic plans,
through business, market and ESG
KPIs, while at the same time
promoting Management retention
and engagement.
2024-2026 LTI Plan: an incentive dependent on
the achievement of the following, independent
long term objectives:
Cumulative Group Net Cash Flow (before
Chairman: not one of the
beneficiaries of the plan.
Executive Vice Chairman:
“access threshold”:
dividends)
Relative TSR versus TIER 1 peers
52.5% of fixed
remuneration
(Continental, Nokian, Michelin, Goodyear
and Bridgestone)
target: 70%
cap: 200%
two sustainability objectives: Dow Jones
Sustainability World Index ATX Auto
Component sector and CO2 Emissions
Reduction.
There will be an “access threshold” level for each
objective, equal to 75% of the target bonus,
below which the related pro-quota of the
incentive is not accrued.
There is also a maximum cap to the incentive
that can be achieved, if all maximum
performance objectives are achieved.
The plan does not have an access gate, is rolling
and provides for a 3-year vesting period.
CEO:
“access threshold”:
48.75%
target: 65%
cap: 180%
Corporate General
Manager:
“access threshold”: 45%
target: 60%
cap: 160%
KMs:
“access threshold”:
41.25%
target: 55%
cap: 145%
Senior Managers and
Executives:
“Access threshold”: from
11.25% to 37.5%
target: 15% to 50%
cap: 40% to 130%
406
Remuneration Report
Pirelli & C. S.p.A. – 2023 Annual Report
Other tools
Assure organisational stability and
the contribution made to the
implementation of the Company’s
strategic plans, also for the
purpose of promoting sustainable
success over the long-term.
Safeguard company know-how and
protect it from competitors.
Promote attractiveness of the
Company and loyalty of managerial
staff.
Non-competition agreements: restriction
applicable to the product sector and the
territory in which the Group operates. The
extent varies according to the role covered.
The Chairman and Executive Vice Chairman
are not included among the beneficiaries of
the non-competition agreements.
Welcome bonuses: one-off bonuses that
can be assigned with a view to attracting
managerial resources during the hiring
phase.
Benefit: non-monetary benefits currently
assigned on the basis of market practices.
Allowance in the event of termination of
office: provided for in specific events of
leaving office or termination of employment.
Non-competition
agreements
Compensation for the two-
year term of the restriction,
based on the role held,
technical skills, specialised
know-how and the reason for
leaving.
CEO: 170% if good
leaver, 70% if bad leaver
Corporate General
Manager: 170% if good
leaver, 70% if bad
leaver.
KM: 130% to 170% if
good leaver, 50% to 70%
if bad leaver.
Allowance in case of
departure:
Executive Vice
Chairman: two years’
gross annual
remuneration.
CEO:
two years of gross
annual remuneration
Corporate General
Manager, KMs and
Group Executives:
amounts determined with
reference to the
applicable category
national collective
bargaining agreements.
407
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration Report
REMUNERATION POLICY FOR THE 2024 FINANCIAL YEAR
1. STAKEHOLDERS IN THE PROCESS OF POLICY PREPARATION, ADOPTION AND
IMPLEMENTATION
Stakeholders in the process
The definition of the remuneration policy and any amendments made thereto are the result of a clear
and transparent process in which the Remuneration Committee and the Board of Directors play a
central role. It is adopted and approved by the Board of Directors annually – based on a proposal by
the Remuneration Committee – and the Board then submits it to the Shareholders’ Meeting for a
vote.
The Board of Statutory Auditors issued its opinion on the policy, including the part regarding the
remuneration of Directors holding specific offices.
The Remuneration Committee, the Board of Statutory Auditors and the Board of Directors supervise
the application thereof. To this end, at least once per year, when the second section of the report on
compensation paid in the respective year is submitted, the Head of the Human Resources &
Organisation Department reports on the application of the remuneration policy to the Remuneration
Committee, the chairman of which in turn reports to the Board of Directors.
For the sake of completeness, it should be noted that, in accordance with current legislation, it is the
role of the Board of Directors to propose to the Shareholders’ Meeting the adoption of incentive
mechanisms for members of the board of directors, employees or collaborators based on financial
instruments, which, if approved, are later made public by the legal deadline (without prejudice to any
further transparency requirements laid down in the applicable regulations)187.
As at the date of this Report, the Company has no incentive plans in place that provide for the
allocation of financial instruments or options on financial instruments.
In preparing the 2024 Policy, the Company was assisted by Willis Towers Watson and Korn Ferry for
the preparation of national and international benchmarks used to define the structure of the
remuneration of the Directors holding specific offices, the General Manager and KMs, in addition to
Senior Managers and Executives.
Amongst the measures aimed at avoiding or managing conflicts of interest, in compliance with the
recommendations of the Corporate Governance Code, no member of the Board of Directors shall
attend meetings of the Remuneration Committee during which proposals are made to the Board of
Directors regarding their remuneration.
187 Note that the Board of Directors’ meeting of 6 March 2024 established the objectives of the 2024-2026 LTI Plan. Such LTI plan will be
submitted for approval of the Shareholders’ Meeting as regards the part establishing determination of the incentive on the basis of a
target total shareholder return, calculated as the performance of the Pirelli share, compared to the Tier 1 peers. For a more extensive
description, reference is made to paragraphs 2, 4, 5 and 6 below.
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Below is a list of the activities carried out by the parties involved in the process of devising, adopting
and implementing the policy:
Remuneration Committee
The Remuneration Committee is appointed by the Board of Directors (which also appoints the
chairman thereof) and remains in office for the entire duration of the mandate granted by the Board
of Directors.
As at the date of this Report, the Committee, consistently with the recommendations of the Corporate
Governance Code, is composed of five members, all of whom are non-executive and the majority of
whom are independent. The Chairman of the Committee is an independent director.
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As at the date of this Report, the Committee members are as follows:
Chairman Grace Tang and Director Paola Boromei were considered by the Board of Directors as
having sufficient experience in matters of finance and remuneration policies.
The entire Board of Statutory Auditors is entitled to participate in the work of the Remuneration
Committee.
The Secretary to the Board of Directors acts as the Secretary to the Remuneration Committee.
The Committee has support functions to ensure the definition and application within the Group of
remuneration policies aimed at, on the one hand, pursuing the sustainable success of the
Company/Group in aligning the interests of management with those of the shareholders and, on the
other hand, at having, retaining and motivating human resources with the expertise and professional
standing required by the role held in the Company.
In particular, the Remuneration Committee:
assists the Board of Directors with preparing the Group remuneration policy, assessing its overall
consistency;
with regard to the Executive Directors, other Directors holding specific offices and General
Managers, it expresses opinions to the Board:
o about their remuneration, in compliance with the remuneration policy;
o about setting performance objectives linked to the variable component of that remuneration;
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o about the definition of any no-competition agreements;
o about the definition of any agreements for the termination of working relationships, on the
basis of the principles established in the remuneration policy;
monitors the correct application of the remuneration policy and checks the actual achievement
of performance objectives;
checks the conformity of the remuneration of the Executive Directors, other Directors holding
specific offices, General Managers and KMs with the remuneration policy and expresses an
opinion on this, where required by the relative procedure adopted within the company, also in
accordance with the RPT Procedure;
helps the Board of Directors to examine proposals to the Shareholders’ Meeting for the adoption
of compensation plans based on financial instruments;
monitors application of the decisions adopted by the Board of Directors, checking in particular
the effective achievement of the established performance objectives;
examines and submits the remuneration report to the Board of Directors;
in any case, provides opinions in relation to transactions with related parties on matters
concerning the remuneration of Executive Directors, including Directors holding specific offices,
General Managers and KMs, within the limits and according to the criteria allowed by the RPT
Procedure;
assesses whether there are exceptional circumstances that allow for a derogation from the
remuneration policy.
The cycle of the Remuneration Committee’s main activities in 2024 is shown below.
2024
SUBJECT
ACTIVITY
2024 Remuneration Policy
and Variable
Incentive
Plans
Shareholders’ Meeting and
publication of
the 2024
Remuneration Policy
Presentation of the timetable.
Draft 2024 Remuneration Policy.
Approval of incentive plans:
2023 STI finalisation and 2024 STI target setting;
2021-2023 LTI finalisation and 2024-2026 LTI target setting.
Analysis of market remuneration benchmarks.
Approval of the 2024 Remuneration policy and 2023 Compensation Report.
Shareholders’ Meeting vote on the 2024-2026 LTI plan.
Analysis of votes received
from Shareholders and
review of Governance
Analysis of votes received from Shareholders.
Analysis of 2024 Remuneration Policy and quality benchmark.
Analysis of 2024 Remuneration Policy and assessment of potential changes.
1Q
2Q
3Q
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In relation to the operating methods of the Remuneration Committee, see the Report on the
Corporate Governance and Share Ownership.
2. PURPOSES AND PRINCIPLES OF THE 2024 REMUNERATION POLICY
Purposes of the 2024 Policy and guiding principles
The aims of the Policy are to attract, motivate and retain resources in possession of the professional
qualities required to pursue business objectives. In addition, through the multi-year variable
components assigned, in particular, to Directors holding specific offices to whom specific duties are
also delegated, the General Manager, KMs, Senior Managers and Executives, it aims to achieve
long-term interests, contributing to the achievement of strategic objectives and the sustainable
success of the company, as well as aligning the interests of Management with those of Shareholders.
The Policy is intended to strengthen the pay for performance link and, as better explained below,
provides for the objectives underlying the incentive plans in place to be set consistently with those
disclosed to the market.
The Policy is valid for one year and in any case until the Shareholders’ Meeting approves a new
remuneration policy.
The Policy is defined taking into account various factors such as remuneration, which in turn is
defined on the basis of market benchmarks aiming at a level of attractiveness differentiated
according to the company role and skills, the compensation mix and the working conditions of
Company employees. With reference to this last aspect, the 2024 Policy also in fact refers to the
remuneration of the Senior Managers and Executives of the Group. Moreover, Pirelli:
applies and respects any existing and applicable national collective bargaining agreements
to which it adheres;
adopts for all the Group’s managers and the remaining employees meritocratic policies,
variable incentive systems, welfare initiatives and services to benefit employees or their
families, as well as, in order to protect the company assets, non-competition agreements for
specific individuals;
is committed to ensuring respect for Equal Opportunities in the work environment, in
accordance with the Group’s Diversity, Equity & Inclusion Policy, endeavours to manage and
reduce potential risks of human rights violations, to avoid producing - or contributing to
producing - negative effects on these rights in the international, multi-ethnic, socially and
economically diversified context in which it operates, in accordance with the Group’s Human
Rights Policy;
is attentive to pay equity, in the context of gender diversity, as highlighted in more detail in
the Report on Responsible Management of the Value Chain. In particular, pay differentials
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between men and women are calculated per country and for the same roles held, and also
taking into account the grade assigned to each (i.e. the weight given to each organisational
position on the basis of various factors). This method of data collection allows for objective
investigation and evaluation while also taking into account the structural differences of the
various local markets and their peculiar remuneration logics. In particular, for 2023, an
average pay gap for the Group’s white collar population of 2.7% is shown, in favour of women.
For more details and evidence, please refer to the Report on Responsible Management of
the Value Chain in the 2023 Annual Report file.
Results of the voting and feedback from investors
The 2024 Policy is established taking into account the analysis and investigations made of the results
of the Shareholders’ Meeting vote and the feedback received from Shareholders and key proxy
advisors on the 2023 Remuneration Policy and the Report on Compensation paid in FY 2022. The
diagram below presents the result of the binding vote expressed by the Shareholders’ Meeting on
31 July 2023 compared to the result of the voting in 2022.
Pirelli attaches great importance to analysing this voting result and the feedback received and,
following the analysis of the results of the votes cast at the Shareholders’ Meeting of 31 July 2023
and the main rationale for the votes against, took the action required to ensure the consistency of
the 2024 Policy with the Shareholders’ expectations for the future.
Description of the changes with respect to the Report on Remuneration Policy 2023
Compared to the 2023 Remuneration Policy, in order to take into account the voting results and the
feedback received, as well as the analyses of the voting results and the main rationale of the votes
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against and the long-term interests of Pirelli & C., the following aspects, contained in the 2024 Policy,
have been revised and/or considered:
- Review of the panel: the composition of the panel for the purpose of comparing the Annual
Total Direct Compensation on-Target of the Executive Vice Chairman and the Chief Executive
Officer was redefined, partly due to the recommendations made by shareholders and proxy
advisors, with a view to revisiting the size of the Panel itself, excluding BMW, Continental and
Volvo Car and introducing CIE Automotive, Gestamp Automociòn and Plastic Omnium, all
automotive component and assembly companies. This change aims to make the panel more
consistent with the Company’s business, ensuring a better comparison of performance and
related remuneration levels;
- ESG KPIs: with regard to the 2024-2026 Long-Term Incentive Plan (LTI), the weight of the ESG
component in the KPIs assigned to Management increases from 20 points to 25 points. More
specifically, the CO2 Emission KPI goes from 10 points to 15 points and consequently the
cumulative Group Net Cash Flow (before dividends) KPI goes from 40 points to 35 points. This
change, in highlight the centrality of the ESG targets within the company’s overall strategy, is
also specifically intended as a coherent consequence of the raising of the targets within the
recently presented update of the 2024-2025 Industrial Plan;
- Variable incentive opportunities: with a view to strengthening the pay-for-performance link
and in order to ensure that a significant portion of total remuneration is represented by the
variable component linked to company results, the variable incentive opportunities (STI 2024
Plan, LTI 2024-2026 Plan and, pro-quota, LTI 2022-2024 and 2023-2025 Plans) for the Chief
Executive Officer and the KMs are adjusted, in line with the Company’s strategic objectives and
risk management policy. It is particularly highlighted that these changes are intended to
strengthen the weight of the long-term variable component with respect to the overall
remuneration package;
- End-of-mandate benefit: a specific benefit is introduced for the CEO Andrea Casaluci in certain
cases and in the event that he is no longer bound by an executive employment contract, also
taking into account his career path within the company, which has seen him work as a Group
executive for many years. This benefit, also in accordance with market recommendations, is
equal to 24 months of the gross annual remuneration, being the sum of the fixed remuneration
for the principal office and the annual variable remuneration (STI) at target level;
- Payment condition for LTI Plans: as of the 2024-2026 LTI Plan, the General Manager, KMs,
Senior Managers and Executives of the Group shall not accrue the right to receive the LTI Bonus
in the event of voluntary resignation not for just cause or dismissal for just cause (Bad Leaver)
occurring before the payment date: in line with best practices, in the circumstances mentioned
above and in any case of termination of employment occurring for any reason before the end of
the three-year period, such persons will cease their participation in the LTI plans and
consequently will not accrue the right to receive the payment of the premium, not even pro-rata;
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- Non-competition agreements: the consideration, for the two-year term of the restriction, of the
non-competition agreements granted to the Chief Executive Officer, General Manager and KMs
holding such agreements is reduced by 10 percentage points in the event of voluntary
resignation without just cause or dismissal for just cause (Bad Leaver) and is increased by 10
percentage points in the event of termination of employment by mutual agreement, retirement,
death or resignation for just cause (Good Leaver).
The 2024 Policy also takes into account the appointment of the new Board of Directors on 31 July
2023, the offices assigned by the Board of Directors and the appointment of the Corporate General
Manager.
Furthermore, with respect to the 2023 Policy, the technical modalities for the liquidation of the
severance pay, also previously contemplated, were described in more detail in order to increase the
level of transparency towards the market.
With reference to the Report on compensation paid for the year 2023, it should be noted that the
high level of transparency of Section II of the document has been maintained, and in some cases
increased, both with specific regard to the performance statement on variable incentives, and in
general on the various components of the remuneration package paid for various reasons in 2023,
as well as with regard to the various indemnities due in the event of termination of office and/or
termination of employment.
Market references and peer group
With regard to the Annual Total Direct Compensation on-Target, Pirelli defines and applies a policy
which, in relation to the reference market, targets the third quartile for the Executive Vice Chairman,
the General Manager, the KMs and the Senior Management, the median for the Chairman of the
Board of Directors, Chief Executive Officer and Group Executives.
The analysis of the positioning, the make-up and more generally the competitiveness of the
remuneration of Directors holding specific offices is conducted by the Remuneration Committee and
the Board of Directors with the assistance of companies specialised in executive compensation, on
the basis of methodological approaches that allow the full assessment, if within the typical limits of
benchmark analyses, of the complexity of their positions from an organisational point of view, any
specific duties assigned thereto and the individual’s impact on the final business results.
The reference sample of companies used to analyse the competitiveness and for the possible review
of the remuneration of the Chairman of Pirelli & C. has been established with the assistance of Willis
Towers Watson and consists of twelve Euronext Milan companies188.
Also the sample of reference companies used for the competitiveness analysis and possible review
of the remuneration of the Executive Vice Chairman and Chief Executive Officer of Pirelli & C. has
188 Financial companies are excluded from the sample.
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been defined with the assistance of Willis Towers Watson, also taking into account the main
recommendations on pay for performance.
With regard to the comparative market, in defining the panel of reference companies analysed
annually by the Remuneration Committee, various components are taken into account and pre-
established criteria are applied that are consistent with those considered by investors and proxy
advisors.
The table below shows the criteria used to define the panel:
Sector
Geography
Dimension
The panel
includes direct competitors,
automotive manufacturers as well as
companies
the Auto Components
sector.
from
The panel consists of multinational
companies, based in major European
countries and North America.
The dimension is assessed
in relation to the following
criteria:
- Market capitalisation,
- Revenues,
- Number of employees.
The resulting panel consists of 12 companies from the Vehicles, Auto Component & Tyre sector, as
shown below:
Aston Martin
Brembo
CIE Automotive
Ferrari
Gestamp Automociòn
Goodyear
Harley-Davidson
Magna International
Michelin
Plastic Omnium
Renault
Stellantis
Finally, the remuneration structure for the General Manager, the KMs, Senior Managers and
Executives is defined on the basis of the national and international benchmarks prepared by Korn
Ferry and shared with the Remuneration Committee.
Elements of the policy
In keeping with previous remuneration policies, the 2024 Policy provides for the Management
remuneration to consist of various elements:
gross annual base salary;
an annual variable component (STI);
medium-long term variable component (LTI);
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non-monetary benefits.
Fixed component
The base salary is established on the basis of the complexity of the position, professional seniority,
the skills required to perform in the role, performance over time, and the trend in the comparison
remuneration market related to the position held by the individual.
Variable components
The STI and LTI variable components are established - taking account of the benchmarks for each
- as a percentage of base salary which increases according to the position held by the beneficiary.
The full cost of the variable incentive plans, both short and medium-long term, is included in the
economics of the strategic plans, so that their impact is “self-funded” by achievement of the expected
results.
The risk governance process is fully integrated into the strategic planning process in order to ensure
that the objectives envisaged for achieving the variable incentive do not expose Pirelli to managerial
behaviour inconsistent with an acceptable level of risk (“risk appetite”) as defined by the Board of
Directors when approving the Plans.
Annual variable component (STI)
The STI component, except for specific cases, is extended to all the Management - except for the
Chairman - and is intended to reward the beneficiaries’ short term performance; moreover, it can be
extended to managers who joined the Group during the year. The STI objectives for Directors holding
specific offices to whom specific duties have also been attributed, for the General Manager and for
KMs are established by the Board of Directors upon a proposal by the Remuneration Committee
(see §4 and §5).
The objectives underlying the STI Plan represent performance consistent with the corresponding
objectives disclosed to the market, in particular the objectives for achieving the incentive at “target”
level are set as equal to the value disclosed to the market.
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The targets assigned to the Directors holding specific offices to whom specific responsibilities are
also assigned, to the General Manager and KMs in the context of the 2024 STI Plan are the following:
2024 STI Plan Objective
Description
Weight
ON/OFF
condition
Group Net Cash
Flow (before
dividends)
Group adjusted
EBIT
Group Net Cash
Flow (before
dividends)
Business
Objectives
This is the acronym for Earnings Before Interests and Taxes and is an
interim result of the profit and loss. This indicator does not consider the
financial structure of the company (i.e. how the company is financed, as
it is independent of financial management).
35%
It represents the cash flow available to the company and is the difference
between cash flow from operating activities and cash flow from
investments in fixed assets.
30%
Net income
It represents the total profit made by the company, as reported in its
financial statements.
20%
Sustainability
Targets
Eco & Safety
Volumes
Women in
Management
positions
Volumes of Eco & Safety Performance tyres out of the Group’s total car
tyre sales volumes. Eco & Safety Performance products identify car tyres
that Pirelli produces worldwide and that fall within the rolling resistance
and wet grip classes A, B, measured according to the labelling
parameters established by European standards.
The index measures the number of women in managerial positions out of
the total number of managerial positions in the company.
Frequency Index
The index measures the incidence of accidents at work in relation to the
hours worked in the year.
5%
5%
5%
The STI objectives of the Senior Managers and Executives are, instead, defined by the hierarchical
manager in accordance with the Human Resources & Organisation and Administration, Planning &
Controlling departments and envisage, amongst others, also objectives connected with the
economic performance of the relevant business unit/geography/department (cf. §6).
At the end of the year and based on the finalised performance figures (and included in the draft
financial statements approved by the Board of Directors), the Department of Human Resources &
Organization, with the assistance of the Administration, Planning & Controlling Department, checks
the level to which the objectives have been achieved, on which basis the Board of Directors then
resolves, after examination by the Remuneration Committee, having obtained the opinion of the
Board of Statutory Auditors, on the amount of the variable compensation to be disbursed.
In the event of extraordinary transactions affecting the scope of the Group and/or major changes in
the macroeconomic and geopolitical scenario, the Remuneration Committee may adjust the targets
in the STI plan, in order to protect the Plan’s value and aims and ensure that the objectives of the
company and the objectives that underpin the Management incentive systems are constantly
aligned, or close the plan early.
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Achievement of the individual objectives will be assessed by the Remuneration Committee,
neutralising the effects of any extraordinary decisions that could have impacted the results (either
positively or negatively). The Board of Directors resolves on any review proposal submitted for its
examination.
The 2024 STI Plan provides that for the General Manager, KMs and selected Senior Managers, part
of the remuneration accrued as a STI, from a minimum of 25% to a maximum of 50%, is deferred,
with a view to retention, and disbursed at the end of a three-year period subject to the continuation
of employment and together with a corporate matching component which can vary from a minimum
of 0.8 times to a maximum of 1.2 times the amount of the deferred STI (see the diagram below).
For the rest of the Management (as at the date of this Report, the Executive Vice Chairman and
Chief Executive Officer), on the other hand, part of the variable remuneration accrued as STI is
deferred to the benefit of continued results over time and thereby the creation of sustainable value
for shareholders in the medium-long term. Indeed, 75% of any STI accrued is paid, since the
remaining 25% is deferred by 12 months and subject to achievement of the STI objectives for the
following year. More specifically (see diagram below):
in the event that no STI is accrued in the following year, the deferred STI share of the previous
year is definitively “lost”;
in the event that the payout percentage of the STI accrued in the following year is below
target level, the STI share deferred from the previous year is paid;
in the event that the payout percentage of the STI accrued in the following year is equal to or
higher than target value, the STI share deferred from the previous year is paid, together with
an additional amount equal to the portion deferred (matching).
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Medium-long term variable component (LTI)
As for the medium to long term variable remuneration (LTI), it is assigned to Top Management –
except for the Chairman – and extended, except in specific cases, to all Executives whose grade,
determined with the Korn Ferry method, is equal to or above 20.
The medium-long term incentive plans (LTI) are intended to:
link Management remuneration with the medium-long term performance of the Group;
promote the creation of shareholder value and sustainable success for the Company;
align the interests of shareholders with those of the Management;
promote Management retention.
The LTI plan is structured with a “rolling” mechanism which guarantees flexibility by ensuring that,
for each new three-year period, the performance indicators are aligned with the evolution of the
market and the company and, therefore, the Company’s strategic plans.
Below is an explanatory diagram showing how it works:
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The LTI Plans assign each beneficiary an incentive opportunity (the “LTI Bonus”), equal to a
percentage of the gross annual fixed component in place in the first year of the plan. This incentive
percentage increases in relation to the position held and takes into account the benchmarks for each
role.
The targets set in the LTI plans represent a performance consistent with the corresponding targets
disclosed to the market. In particular, the objectives for obtaining the incentive at “target” level are
set as equal to the value disclosed to the market.
The targets assigned to the Directors holding specific offices and to whom specific responsibilities
are also assigned, to the General Manager and KMs in the context of the 2024-2026 LTI Plan are
the following:
2024-2026 LTI
Plan
Objectives
Description
Business
Objectives
Cumulative Group
Net Cash Flow
(before dividends)
Related TSR vs
TIER 1
DJS Index
Sustainability
Targets
CO2 Emissions
It represents the accumulated cash flow available to the company
and is the difference between cash flow from operating activities
and cash flow from investments in fixed assets.
It is a measure of Pirelli’s share performance over time. It combines
share price appreciation and dividends paid to show the total return
to the shareholder expressed as an annualised percentage. This
indicator is then compared with the average of Tier1 peers
(Continental, Michelin, Nokian, Goodyear and Bridgestone).
It represents Pirelli’s positioning in the Dow Jones Sustainability
World (ATX Auto Components) index, which includes global
sustainability leaders identified by S&P Global through the
Corporate Sustainability Assessment.
It represents the reduction of direct (Scope 1+2) greenhouse gas
emissions from plants, vehicles and other activities managed
directly by Pirelli.
Weight
35%
40%
10%
15%
In the event of extraordinary transactions affecting the Group’s perimeter and/or profound changes
in the macroeconomic and geopolitical scenario, the Board of Directors, on a proposal from the
Remuneration Committee, subject to the opinion of the Board of Statutory Auditors, may decide:
any adjustment of the targets (both upward or downward) of the 2024-2026 LTI Plans, so as to
protect their value and relative targets, thus ensuring constant alignment between the company’s
objectives and the objectives underlying the Management incentive schemes;
a potential early termination of the Plan.
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The 2024-2025 Industrial Plan confirms the core elements at the basis of Pirelli’s business model;
the graph below shows the link between the corporate strategy and the KPIs of the incentive
systems.
2024-2025 Industrial Plan
STI
Net income
High-end, specialties and EV focus
Innovation and connectivity
Group adjusted EBIT
Cost Transformation & Digitalization
Sustainability
Group Net Cash Flow (before dividends)
Eco & Safety Volumes
DE&I: Women in Management positions
HSE: Frequency Index
Each programme will be undertaken with an approach based on:
-
-
centrality of environmental sustainability; and
an increasing push towards innovation and digitisation.
LTI
Relative TSR
Cumulative Group Net Cash
Flow (before dividends)
DJS Index
CO2 Emissions Reduction
More specifically, through innovation and connectivity, new technologies will be introduced into
products inspired by eco-safety design and efforts will continue on connected tyres capable of
generating data that can be used to strengthen data-driven product development and process
optimisation.
Digitisation and sustainability will be the cornerstones for increasing efficiency and quality levels,
thanks to programmes such as electrification and Industrial IoT, while the cost transformation
programme, thanks to automation, predictive maintenance enabled by Industrial Iot, optimisation of
the logistics network and modular product design to name a few, will constitute a renewed plan for
competitiveness across all company functions.
Non-monetary benefits
When a new General Manager or a KM is hired, the Company reserves the right to define, in line
with market practice, the experience gained and the conventional seniority that may be due to such
person.
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Non-monetary elements of remuneration are benefits provided to beneficiaries, depending on the
position held, as a result of contractual provisions/company policies or aimed at reinforcing attraction
during the recruitment phase (e.g. accommodation and student grants for limited periods of time).
3.
REMUNERATION OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY
AUDITORS
The Board of Directors
Within the Board of Directors, a distinction can be made between:
i. Directors holding specific offices to whom further specific duties may be attributed;
ii. Directors holding no specific offices.
The attribution to Directors of powers for specific matters, that are not covered by the duties
delegated under Art. 2381 of the Italian Civil Code, does not per se make them directors to whom
specific duties are also attributed.
The total gross annual remuneration established by the Shareholders’ Meeting189 was allocated by
the Board of Directors as follows for the years 2023, 2024 and 2025:
189 On 31 July 2023, the Pirelli & C. Shareholders’ Meeting resolved to establish, for the years 2023, 2024, 2025 and until cessation of
office with the approval of the financial statements as at 31 December 2025, a maximum of 2.5 million euros as the total annual
remuneration of the Board of Directors in accordance with Art. 2389, paragraph 1 of the Italian Civil Code, excluding the remuneration
to be assigned by the Board to Directors holding specific offices, as envisaged by Art. 2389 of the Italian Civil Code.
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In line with best practice, Directors holding no specific offices do not receive a variable component
of their remuneration. Expenses incurred for official reasons are also reimbursed to the directors.
In any case, the compensation granted to Non-executive directors is determined in such an amount
as to guarantee adequacy in terms of the skill, professionalism and effort required by their
appointment. In deciding said allocation, the Board of Directors takes into account the effort required
for the directors’ attendance of the individual board committees, on the basis of the previous
mandate.
In the event that the Board of Directors is called on to resolve again on the allocation of the
remuneration established by the Shareholders’ Meeting, and unless the Shareholders’ Meeting
provides otherwise, an allocation of said remuneration that envisages the attribution (i) of a
remuneration that is at most +25% of the Directors’ remuneration attributed during the previous term
of office and (ii) +25% of the remuneration for the office held in the committees in the previous term
of office for committee members, should be considered compliant with the policy. If new committees
should be established, the maximum limit is that of the highest remuneration envisaged for the
corresponding office in other committees.
Again in line with best practices, a Directors & Officers Liability (“D&O”) insurance policy is envisaged
to cover the third party liability of the corporate bodies, the General Manager, the KMs, the Senior
Managers and Executives, in going about their duties. Consequent to the provisions established on
the matter by the applicable National Collective Bargaining Agreement and rules governing
mandates, this policy aims to indemnify Pirelli & C. from any expenses deriving from the related
compensation, excluding cases of wilful misconduct or gross negligence.
No insurance coverage, whether for social security or pensions, other than the obligatory coverage
is provided for Directors holding specific offices.
Supervisory Body
On 3 August 2023, the Board of Directors confirmed, in continuity with the previous term of office,
the members of the Supervisory Body and resolved to pay the Chairman and the other members of
the Board the following remuneration for the financial years 2023, 2024 and 2025:
For completeness, it is reported that the remuneration assigned to members of the Supervisory Body
is not included in the total gross annual remuneration established by the Shareholders’ Meeting.
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The Board of Statutory Auditors
The remuneration of members of the control body is determined by the Shareholders’ Meeting as a
fixed annual amount, appropriate to the competence, professionalism and commitment required by
the importance of the position held and the size and sector characteristics of the company.
The Shareholders’ Meeting of 15 June 2021, called to resolve on the renewal of the Board of
Statutory Auditors, whose mandate expired with the approval of the financial statements as of 31
December 2020, determined a gross annual fixed remuneration, pursuant to art. 2402 of the Italian
Civil Code - for its Chairman, for the years 2021, 2022, 2023 and until cessation of office with the
approval of the financial statements as of 31 December 2023, of 90,000 euros and for the other
regular members of 75,000 euros.
The Shareholders’ Meeting called to approve the financial statements at 31 December 2023 will be
required to resolve on the renewal of the Board of Statutory Auditors as well as, pursuant to Art. 2402
of the Italian Civil Code, the remuneration of its members for their entire term of office.
In preparation for the Shareholders’ Meeting, the Board of Statutory Auditors provided the Company
with a document summarising the work it performed - specifying the number of meetings and their
average duration - as well as the time required for each meeting and the professional resources
employed, so as to allow the Shareholders’ Meeting and the candidates for election as Statutory
Auditors to assess the adequacy of the proposed remuneration190.
Expenses incurred for official reasons are also reimbursed to the Statutory Auditors.
In line with best practices, a D&O insurance policy is envisaged to cover the third party liability of the
corporate bodies, including the members of said control bodies.
4.
REMUNERATION OF DIRECTORS HOLDING SPECIFIC OFFICES
The remuneration of Directors holding specific offices is proposed by the Remuneration Committee
to the Board of Directors when they are appointed, or at the first useful meeting thereafter.
Chairman of the Board of Directors
If a Director has been appointed to a specific office or offices, but no specific duties have been
assigned to them (at the date of the Report, this applies to Chairman Jiao Jian191) the remuneration
190 The Document of the outgoing Board of Statutory Auditors is available on the Company’s website.
191 Appointed Chairman by the Shareholders’ Meeting on 31 July 2023.
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consists solely of a fixed gross annual component, as well as the compensation for the office of
director and any participation in committees.
At the time of appointment, the Board of Directors determines the remuneration for the Chairman of
the Board of Directors, considering the remuneration assigned during the previous mandate (if the
same holder) and the market benchmark (if a different person).
The Chairman, who receives a gross annual remuneration of 400,000 euros for his office, has
expressed his wish not to receive any remuneration from the Company for the offices held.
Therefore, the Board of Directors’ meeting of 13 September 2023 resolved not to allocate any
remuneration under the 2023 Policy for the offices held by him.
In the event that the Board of Directors is called on to resolve again on the remuneration of the
Chairman during the current term of office, a remuneration that is at most equal to +10% of the
remuneration payable during the previous term of office (in the case of the same holder) or consistent
with the market benchmark median (in the case of a different person), is considered compliant with
the Policy.
For those Directors holding specific offices to whom no specific duties have been assigned, no non-
monetary benefits, social security or pension cover is provided other than the obligatory schemes.
Directors holding specific offices to whom specific duties are also delegated
The remuneration of Directors holding specific offices to whom specific duties have also been
assigned (as of the date of this Report this applies to the Executive Vice Chairman Marco Tronchetti
Provera and the Chief Executive Officer Andrea Casaluci) consists of the following elements:
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Directors holding specific offices to whom specific duties are also delegated, shall also be due the
compensation for the office of director and any participation in committees192.
With regard to the incidence of the various components, the structure of the compensation package
of the Executive Vice Chairman and CEO in the event of achievement of the minimum target and
maximum 2024 STI and 2024-2026 LTI targets is shown below.
192 The Executive Vice Chairman is also entitled to the remuneration for serving as a Director (75,000 euros) and as Chairman of the
Strategies Committee (50,000 euros), the Appointments and Succession Committee (35,000 euros) and the Sustainability Committee
(50,000 euros). The Chief Executive Officer is entitled to remuneration for serving as Director (75,000 euros) and for his role as a
member of the Strategies Committee (35,000 euros) and the Sustainability Committee (35,000 euros).
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Fixed Remuneration
Remuneration for Directors holding specific offices to whom specific duties are also delegated is
determined at the time of appointment, taking into account the market benchmark in an amount that
ensures a balance between the fixed component and the variable component that is adequate and
consistent with the strategic objectives and the risk management policy of the Company, taking into
account the characteristics of the business and the sector in which the Company operates, in any
case establishing that the variable component represents a significant part of the total remuneration.
The gross annual fixed remuneration for the financial years 2023, 2024 and 2025 and until the
approval of the financial statements as at 31 December 2025 assigned to (i) the Executive Vice
Chairman is 2,400,000 euros, (ii) the Chief Executive Officer is 1,100,000 euros.
In the event that the Board of Directors is again called upon to resolve on the gross annual fixed
remuneration of Directors holding specific offices to whom specific powers are also delegated, the
following shall comply with the Policy:
for the Executive Vice Chairman, a fixed gross annual remuneration or a review thereof which,
taking into account the annual and medium to long-term incentive percentages, determines an
Annual Total Direct Compensation on-Target equal to a maximum of +5% respectively of the
value awarded in the previous term of office (if the same holder) or of the market benchmark
(third quartile);
for the Chief Executive Officer, a fixed gross annual remuneration or a review thereof which,
taking into account the annual and medium-long term incentive percentages, determines an
Annual Total Direct Compensation on-Target equal to a maximum of +10% respectively of the
value awarded in the previous term of office (if the same holder) or of the market benchmark
(median).
Annual variable component (STI)
The Directors holding specific offices to whom specific duties are also delegated receive an annual
variable component (STI) equal to a percentage of the fixed remuneration determined at the time of
appointment and thereafter when the individual annual plans are launched.
If the Board of Directors is again called to resolve on the STI incentive percentages for Directors
holding specific offices to whom specific duties are also delegated, the Policy allows the allocation
of an STI incentive percentage of no more than 125% on target, 250% maximum.
For each objective there is a minimum and a maximum (cap) to the amount of the incentive that can
be achieved; for performance below the minimum level, no payment is envisaged.
The on/off condition is the Group’s Net Cash Flow (before dividends) and failure to achieve it results
in the cancellation of the STI incentive, regardless of the level of achievement of the other targets.
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The finalisation of the bonus between the minimum value and target and between the target and
maximum is carried out by linear interpolation.
Depending on the level of performance achieved, the Executive Vice Chairman will be paid an
incentive of 80% of fixed remuneration for minimum level performance, amounting to 125% of the
fixed remuneration in the event of on-target performance and 250% for maximum level performance.
Depending on the level of performance achieved, the Chief Executive Officer will be paid an incentive
of 70% of fixed remuneration for minimum level performance, amounting to 110% of the fixed
remuneration in the event of on-target performance and 220% for maximum level performance.
Once the on/off condition has been achieved, all the objectives envisaged on the STI scorecard shall
apply independently, according to the incentive curve shown below. Therefore, according to the
performance achieved, each objective will go towards calculating the total payout, on the basis of
the weighting shown on the scorecard.
Example curve if all objectives are achieved at minimum, target and maximum level by the Executive
Vice Chairman and CEO.
Part of the variable component accrued by the Executive Vice Chairman and CEO as STI is deferred
to support the continuity of results over time as stated in paragraph 2 of this Policy. In the event that
the payout percentage of the STI accrued in the following year is equal to or higher than target value,
the STI share deferred from the previous year is paid, together with an additional amount equal to
the portion deferred (matching).
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In the event of termination of office, the STI Bonus is paid on a pro-quota basis for the effective
months of tenure in office193.
Medium-long term variable component (LTI)
In order to contribute to the corporate strategy, the pursuit of the long-term interests and the
sustainability of the Company, the Directors holding specific offices to whom specific duties are also
delegated receive a medium-long term variable component (LTI) equal to a percentage of the fixed
remuneration determined at the time of appointment and thereafter when the individual annual plans
are launched.
For 2024, the Executive Vice Chairman and Chief Executive Officer are beneficiaries of the 2024-
2026 LTI Plans and the 2022-2024 and 2023-2025 LTI Plans.
If the Board of Directors is again called to resolve on the LTI incentive percentages for Directors
holding specific offices to whom specific duties are also delegated, the Policy allows the allocation
of an LTI incentive percentage of no more than 70% on target, 200% maximum.
An “access threshold” level – associated with payment of 75% of the bonus achievable on-target –
and a maximum (cap) are envisaged for each objective of the LTI plans.
The performance range for the economic-financial objectives is defined as the more challenging out
of the target and maximum level with respect to that envisaged between the “access threshold” level
and target. In order to offer an incentive for achieving results above target, the incentive curve is
fixed in such a way that the incentive opportunity grows faster between the target and the maximum
than in the range between the “access threshold” and the target (see diagram below). All the
objectives envisaged on the LTI scorecard shall apply independently, according to the incentive curve
shown below. Therefore, according to the performance achieved, each objective will go towards
calculating the total payout, on the basis of the weighting shown on the scorecard.
Example curve if all objectives are achieved at “access threshold”, target and maximum level by the
Executive Vice Chairman and CEO.
193 Note that Andrea Casaluci was appointed Chief Executive Officer of the Company by the Board of Directors on 3 August 2023. For the
periods prior to him taking on this role, the pro-rata payment of the STI is based on the incentive percentages and calculation basis set
for the General Manager Operations, pursuant to the 2023 Policy.
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For the TSR (Total Shareholder Return), cumulative Group Net Cash Flow (before dividends) and
CO2 Emissions targets, for results falling between the “access threshold” and the target, or between
the target and the maximum, performance will be calculated by linear interpolation.
For the Dow Jones Sustainability Index sustainability target, there will be a three-step reporting:
“access threshold”, target and maximum, without considering intermediate performances.
Within the scope of the 2024-2026 LTI Plan, depending on the level of performance achieved, the
Executive Vice Chairman is granted a bonus opportunity of 70% of fixed remuneration for on-target
performance, 52.5% of fixed remuneration if the “access threshold” performance is achieved (75%
of the on-target bonus), and 200% of the fixed remuneration (cap) in the event of maximum
performance.
Depending on the level of performance achieved, the Chief Executive Officer is granted an annual
bonus opportunity of 65% of fixed remuneration for on-target performance, 48.75% if the “access
threshold” performance is achieved (75% of the on-target bonus), and 180% (cap) in the event of
maximum performance. These incentive opportunities are applicable to the 2024-2026 LTI Plan and,
pro-rata, to the 2022-2024 and 2023-2025 LTI Plans.
In the event of termination of office, the LTI Bonus is paid on a pro-quota basis for the effective
months of tenure in office194.
194 Note that Andrea Casaluci was appointed Chief Executive Officer of the Company by the Board of Directors on 3 August 2023. For the
periods prior to him taking on this role, the pro-rata payment of the LTI Bonus is based on the incentive percentages and calculation
basis set for the General Manager Operations, pursuant to the 2023 Policy.
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Office Termination Payment and non-monetary benefits
In addition, the Board of Directors has made the following provision for Directors holding specific
offices to whom specific duties have also been assigned, in the event that said duties are not related
to their executive employment relationship (on the date of this Report, the Executive Vice Chairman
Marco Tronchetti Provera and the Chief Executive Officer Andrea Casaluci on cessation of the
executive employment contract195), analogously to the treatment guaranteed pursuant to the law
and/or national collective employment agreement for the Group’s Italian executives:
an Office Termination Payment (TFM) pursuant to Art. 17, paragraph 1, letter c) of the TUIR
(Italian consolidated law on income tax) no. 917/1986, with similar characteristics to those typical
of Severance Indemnity Payment (TFR) pursuant to Art. 2120 of the Italian Civil Code,
comprising:
a) an amount equal to the amount that would be due as manager by way of TFR; the basis for
calculation consists of the gross annual fixed remuneration received for the specific role held
in the Company;
b) an amount equal to the contributions paid by the employer that would be due to social security
and welfare institutes or funds in the event of a contract of employment as manager ex lege
and/or National Collective Bargaining Agreement for the Italian Managers of the Group with
the same degree of seniority of employment; the basis for calculation consists of the gross
annual fixed remuneration received for the specific role held in the Company, in addition to
any other payments due by way of medium/long-term annual variable component.
The severance pay, including the relevant value adjustment of such amounts, will be due as a
lump sum at the request of the beneficiary at any time after expiry of each mandate or, in the
event of premature death, of his/her assignees. It is understood that in the event that the
severance pay relates to several expired mandates, the beneficiary shall be entitled to request
its disbursement even for only one or some of the expired mandates; for the amounts or the
mandates for which disbursement has not been requested, the right to the relevant sums shall
accrue in the year in which disbursement is requested by the beneficiary or his/her assignees.
a compensation allowance for death from any cause and permanent invalidity following illness
as well as a compensation allowance for death from any cause and permanent invalidity following
accidents, the terms, limits and conditions of which are in line with what was guaranteed for the
previous mandate for the Executive Vice Chairman and with Pirelli policies for executives for the
CEO;
195 Note that, as of the date of the Report, the Chief Executive Officer Andrea Casaluci holds an executive employment contract with Pirelli
& C..
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further benefits typical of the role and currently paid within the Group to the General Manager,
KMs and Executives (e.g. company car).
5.
REMUNERATION OF THE GENERAL MANAGER AND KEY MANAGERS
The remuneration of the General Manager (at the date of the Report the Corporate General Manager
is Francesco Tanzi) and the KMs has the following elements:
With regard to the incidence of the various components, the structure of the compensation package
of the Corporate General Manager and KMs in the event of achievement of the minimum, target and
maximum STI 2024 and LTI 2024-2026 targets is shown below.
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The analysis of the remuneration of the Corporate General Manager and the KMs, reviewed once a
year and disclosed in the Compensation Report, is carried out with the help of an independent
company specialised in executive compensation (Korn Ferry). The method used is “Job Grading”,
which compares the roles on the basis of three different components (know-how, problem solving
and accountability), whereby the weighting of each role is determined within the organisation.
The market benchmark used to verify the competitiveness of the related remuneration includes more
than 400 listed European companies selected by Korn Ferry, included on the FTSE500 list.
In the case of hiring a new General Manager, in addition to the company mentioned above, Pirelli
may also use the services of other leading companies specialised in executive compensation with
the relative methodology and comparison market in view of the complexity and specific nature of the
role, after obtaining the agreement of the Remuneration Committee.
Fixed remuneration of the General Manager and KMs
The fixed remuneration of the General Manager is determined at the time of appointment by the
Board of Directors, based on an opinion provided by the Remuneration Committee, in line with the
Policy.
The fixed remuneration of KMs is determined by top management, also in accordance with the Policy,
assessed by the Remuneration Committee.
If a new General Manager or a new KM is appointed, the Remuneration Committee determines the
grade and benchmark of reference based on their role and responsibilities, with the support of
selected external partners.
For a new General Manager, a fixed remuneration not exceeding 85% of that of the Chief Executive
Officer and an Annual Total Direct Compensation on-Target which, taking into account the annual
and medium-long term percentages, does not exceed 80% of the Annual Total Direct Compensation
on-Target of the Chief Executive Officer.
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If KMs are hired, the Policy allows a fixed remuneration not exceeding that of the Corporate General
Manager and an Annual Total Direct Compensation on-Target not exceeding +20% of the market
benchmark (third quartile).
The proposed revisions of the fixed remuneration are carried out with reference to the purpose of
the Policy to attract, retain and motivate key resources to achieve the company’s objectives. Subject
to the above, a review that, considering the annual and medium/long-term incentive percentages,
determines an Annual Total Direct Compensation on-Target equal to at most + 10% of the market
benchmark (third quartile), is compliant with the Policy. Otherwise, in the event of non-compliance,
the RPT Procedure is applicable.
Annual variable component (STI)
The General Manager and KMs are beneficiaries of the STI plan defined according to the same
targets as those set for the Directors holding specific offices to whom specific duties are also
delegated.
Depending on the level of performance achieved, the table below shows the percentage of the
incentive on the gross annual salary:
Corporate General Manager
Target
Minimum
KMs
Maximum
Minimum
Target
Maximum
50% of the GAR
75% of the GAR
150% of the GAR
40% of the GAR
60% of the GAR
120% of the GAR
In the event of hiring a new General Manager, the Remuneration Committee, having as reference
the purpose of the Policy to attract key resources for the achievement of corporate objectives, may
set incentive percentages higher than those indicated above, provided that they are not higher than
those of the Chief Executive Officer. In that case, the RPT Procedure is applicable.
For the General Manager and KMs a percentage of the STI accrued, from a minimum of 25% to a
maximum of 50%, is deferred at the end of the three-year period, as stated in paragraph 2 of this
2024 Policy.
Medium-long term variable component (LTI)
In order to contribute to the Company’s strategy, the pursuit of long-term interests and the
sustainability of the Company, also the General Manager and KMs are beneficiaries of medium/long-
term incentive plans and, in particular, of the 2022-2024, 2023-2025 and 2024-2026 LTI Plans. The
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LTI plans have the same structure, mechanism and targets as those set for Directors holding specific
offices to whom specific duties are also delegated.
Within the scope of the LTI Plan for the period 2024-2026, depending on the level of performance
achieved, the table below shows the percentage of the incentive on the gross annual salary.
Access threshold
Corporate General Manager
Target
Maximum
45% of the GAR
60% of the GAR
160% of the GAR
KMs
Access threshold
41.25% of the GAR
Target
Maximum
55% of the GAR
145% of the GAR
For KMs, the incentive opportunities are also applied pro rata to the 2022-2024 and 2023-2025 LTI
Plans.
In the event of the appointment of a new General Manager, the Remuneration Committee, having
as reference the purpose of the Policy to attract key resources for the achievement of corporate
objectives, may set incentive percentages higher than those indicated above, provided that they are
not higher than those of the Chief Executive Officer. In that case, the RPT Procedure is applicable.
The General Manager and KMs shall cease their participation in the LTI plans and consequently
shall not accrue the right to receive bonus payments, not even pro-rata, in the event of (i) termination
of employment occurring for any reason before the end of the three-year period and (ii) voluntary
resignation without just cause or dismissal for just cause (Bad Leaver) occurring before the payment
date.
Non-monetary benefits, conventional seniority and welcome bonus
Non-monetary elements of remuneration are benefits provided to the General Manager and KMs as
a result of contractual provisions/company policies or aimed at reinforcing attraction during the
recruitment phase (e.g. accommodation and student grants for limited periods of time).
Moreover, if a new General Manager or KM is hired, the Remuneration Committee may establish (i)
an agreed seniority recognised on the basis of previous experience in similar roles, (ii) the allocation
of a one-off bonus not exceeding the beneficiary’s fixed gross annual remuneration, taking into
account the Policy’s objective of attracting key resources to achieve the company’s objectives.
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6.
REMUNERATION OF SENIOR MANAGERS AND EXECUTIVES
The remuneration of Senior Managers and Executives consists of the following elements:
The remuneration structure for Senior Managers and Executives (as a whole) with evidence of the
incidence of the various parts of their compensation packages, in the event that they achieve the
minimum, target and maximum levels of the 2024 STI and 2024-2026 LTI objectives is shown below.
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Also, the analysis of the remuneration of Senior Managers and Executives is carried out with the
help of an independent company specialised in executive compensation (Korn Ferry) with the same
methodology as described previously with regard to Corporate General Manager and KMs.
For managers of the Internal Audit department, it should be noted that, in line with best practices,
the fixed component has a higher incidence than the variable.
Annual variable component (STI)
Senior Managers and Executives are beneficiaries of the STI Plan, defined according to the same
structure as for the Executive Vice Chairman, the Chief Executive Officer, the General Manager and
the KMs.
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For the year 2024, the objectives assigned to Senior Managers and Executives are as shown in the
table below:
* If the ON/OFF NCF Region or DSO condition is not met, the ON/OFF Group condition will apply with a 25% reduction of the payout
accrued.
** The Senior Managers and Region Heads have all three sustainability targets, each with a 5% weighting. The other Executives can have
between one and three sustainability targets still guaranteeing at least 15 points, depending on the professional family they belong to.
According to the performance level achieved, the Senior Managers and Executives are assigned the
following incentive percentages:
% at minimum
% at target
% at maximum
Range
10% - 25%
15% - 40%
30% - 80%
For selected Senior Managers, as for General Manager and KMs, a percentage of the STI accrued
is deferred as stated in paragraph 2 of this 2024 Policy.
For the remaining Senior Managers and Executives, 75% of the accrued bonus is paid, and the
remaining 25% is deferred for 12 months and subject to achievement of the STI targets for the
following year, according to the same mechanism envisaged for the Directors holding specific offices
to whom specific duties are also delegated.
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Medium-long term variable component (LTI)
Senior Managers and Executives (with a Korn Ferry grade of 20 or more) are beneficiaries of the
medium/long-term incentive plan so as to contribute to the Company’s strategy and sustainability,
and the pursuit of its long-term interests. The 2022-2024, 2023-2025 and 2024-2026 LTI Plans are
defined according to the same structure, mechanisms and objectives as envisaged for the Directors
holding specific offices to whom specific duties are also delegated, General Manager and KMs.
Within the scope of the LTI Plan for the period 2024-2026, on the basis of the performance level
achieved, Senior Managers and Executives are paid the following incentive percentages:
Range
% at access threshold
11.25% - 37.5%
% at target
% at maximum
15% - 50%
40% - 130%
Senior Managers and Executives shall cease their participation in the LTI plans and consequently
shall not accrue the right to receive bonus payments, not even pro-rata, in the event of (i) termination
of employment occurring for any reason before the end of the three-year period and (ii) voluntary
resignation without just cause or dismissal for just cause (Bad Leaver) occurring before the payment
date.
Non-monetary benefits
Non-monetary elements of remuneration are benefits provided to Senior Managers and Executives
as a result of contractual provisions/company policies or aimed at reinforcing attraction during the
recruitment phase (e.g. accommodation and student grants for limited periods of time).
7.
CLAWBACK CLAUSES
The annual STI and multi-year (LTI) incentive plans for Directors holding specific offices to whom
specific duties are also delegated, the General Manager and KMs provide inter alia for clawback
mechanisms.
In particular, without prejudice to the possibility of any other action permitted by the order to protect
the interests of the Company, contractual agreements will be signed with the aforementioned
persons, enabling Pirelli to claim back (in whole or in part), within three years of the payment thereof,
incentives paid to persons who, due to wilful misconduct or gross negligence, are held responsible
for (or are accomplices to) the facts, as indicated below, related to economic and financial indicators
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included in the Annual Financial Report that involve subsequent comparative information adopted
as parameters for the determination of the variable awards in the aforementioned incentive plans:
proven significant errors resulting in non-compliance with the accounting standards applied by
Pirelli, or;
proven fraudulent conduct aimed at obtaining a specific representation of Pirelli’s financial and
equity situation, economic result, or cash flow.
8.
COMPENSATION IN THE EVENT OF RESIGNATION, DISMISSAL OR TERMINATION OF
RELATIONS
It is Pirelli Group policy not to enter into with Directors, General Managers, KMs, Senior Managers
or Executives agreements regulating economic aspects related to any early termination of relations
in retrospect at the initiative of the Company or the individual.
Pirelli aims at agreements to “terminate” relations in a consensual manner. Without prejudice to any
legal and/or contractual obligations, agreements to end relations with the Pirelli Group are inspired
by the benchmarks in the matter and are within the limits laid down in case law and by the practices
in the country in which the agreement was signed.
The company sets its owns internal criteria, with which the other Group companies also comply, for
managing early termination agreements of relations with executives and/or those of Directors holding
specific offices. If an executive director or General Manager should cease to hold office and/or their
employment be terminated, the Company will, upon completion of the internal processes that lead
to the attribution or award of indemnities and/or other benefits, provide detailed information on the
issue, by means of a press release disseminated to the market.
As regards Directors holding specific offices to whom specific powers are delegated, and who are
not bound by executive employment contracts, Pirelli provides for the payment of a specific benefit,
following evaluation by the competent corporate bodies, in the cases described below.
Regarding the Executive Vice Chairman:
early termination of office by the Company for other than just cause;
early termination by the director for just cause, including but not limited to substantial changes
to the role or duties attributed and/or cases of a “hostile” takeover bid.
In such cases, the indemnity amounts to 24 months of gross annual salary, i.e. the sum of (i) the
gross annual base remuneration for the duties performed in the Group, (ii) the average annual
variable remuneration (STI) accrued in the previous three years and (iii) severance pay on the
aforementioned amounts.
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With regard to the Chief Executive Officer Andrea Casaluci, taking into account his specific career
path, which has seen him employed as a Group Executive for many years, with roles of increasing
responsibility, most recently as General Manager Operations, a benefit is envisaged in the following
cases when he is no longer bound by an executive employment contract:
early termination of office by the Company for other than just cause;
early termination by the director for just cause, including but not limited to substantial changes
to the role or duties attributed and/or cases of a “hostile” takeover bid;
termination of office due to completion of term of office without a subsequent re-appointment
proposal.
This benefit amounts to 24 months of the gross annual remuneration, meaning the sum of (i) the
Gross Annual Fixed Remuneration for the main office and (ii) the STI annual variable remuneration
at target.
As regards the Directors holding specific offices to whom specific powers are also delegated and
who are bound by executive employment contracts, the General Manager and the KMs, the
agreements for termination of the employment relationship by mutual consent are submitted to the
Remuneration Committee (also in its capacity as the Related-Party Transactions Committee), which,
having assessed compliance with the Policy, authorises the negotiation by setting the maximum
limits of the amount payable, including the possible retention of non-monetary benefits for a pre-
determined period of time.
The closure amounts are determined with reference to the applicable category national collective
bargaining agreements. In particular, reference is made to the contract for Industry managers in Italy
and the incentive to take voluntary redundancy is determined with reference to the number of months
of notice reimbursable by entities and supplementary indemnity in the event of arbitration, depending
on the employee’s length of service in the Group. Below is an explanatory table:
No. months
Years of seniority
more than 15 years
up to 15 years
up to 10 years
up to 6 years
up to 2 years
Notice
12
10
8
6
6
Arbitration Panel
Min
18
12
8
4
4
Max
24
18
12
8
4
Directors holding specific offices to whom specific powers are also delegated and who are bound by
executive employment contracts, the General Manager and the KMs may also be granted the
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following amounts, subject to the examination, evaluation and approval of the Remuneration
Committee (also in its capacity as the Related-Party Transactions Committee):
an additional amount by way of general and novative transaction, within the limits of the low
thresholds established for related party transactions;
a period of paid leave or equivalent substitute indemnity between the stipulation of the exit
agreement and the effective date of termination of employment.
A consultancy (or collaboration) contract may be entered into between Directors holding specific
offices to whom specific powers are also delegated and who are bound by executive employment
contracts, the General Manager and the KMs and a Group company, for a predefined period following
the termination of the employment relationship and subject, also in this case, to evaluation and
approval by the Remuneration Committee (also acting as Related-Party Transactions Committee).
Remuneration due to the Directors holding specific offices to whom specific powers are also
delegated who are bound by executive employment contracts, to the General Manager and to the
KMs by virtue of the positions possibly held in the Board of Directors are not included in the
quantification of the severance pay relationship and are due to the extent determined exclusively
based on the period in which the office on the Board of Directors was held.
Finally, as regards the short term incentive (STI) and medium-long term (LTI) incentive system:
for Directors holding specific offices to whom specific powers are also delegate and who cease
to hold office a pro-rata payment of the LTI Bonus, and LTI bonus for the actual months of tenure
of the office is provided for;
for the General Manager, the KMs, Senior Managers and Executives, in the event of termination
of employment, the STI bonus will be paid pro-rata, for the actual months of employment, subject
to a minimum period of 9 months in the year, except in the case of dismissal for just cause, where
no amount will be paid. There is no payment of the LTI bonus, not even pro rata, in the event of
termination for any reason before the end of the three-year period; there is also no payment in
the event of voluntary resignation without just cause or dismissal for just cause (Bad Leaver)
before the payment date.
9.
NON-COMPETITION AGREEMENT
The Group enters into non-competition agreements providing for a payment to the General Manager,
KMs and, Senior Managers and Executives196 for particularly crucial duties, in proportion to the GAR
in relation to the duration and extent of the constraints arising from the agreement itself. The Group
also reserves the right, subject to authorisation by the Board of Directors, to enter into non-
196 Reference is made, in particular, to critical know-how in terms of technical skills in research and development and manufacturing as
well as in sales.
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competition agreements with Directors holding specific offices to whom specific duties are also
delegated.
The constraints refer to the market sector in which the Group was operating when the agreement
was made and to territorial size. The extent varies according to the role held when the agreement is
finalised and may go as far, in certain cases deemed particularly critical, such as in the case of
Directors holding specific offices to whom specific duties are also delegated, the General Manager
and KMs, as to have a geographical extension covering all the main countries in which the Group
operates.
The Executive Vice Chairman is not subject to a non-competition agreement.
It should be noted that the CEO holds a non-competition agreement to protect the Group’s strategic
and operational know-how which the total amount is equal to 170% of the fixed gross annual
remuneration (70% in the case of a bad leaver), from which must be subtracted the portion paid
during the office as an advance equal to 15% of the aforementioned remuneration for each year in
office.
In the case of Directors holding specific offices to whom specific duties are also delegated, the
General Manager and KMs,
following
characteristics:
the non-competition agreement provides
the
for
the list of competitors: companies operating in the tyre sector and, according to the role held,
identification of more specific clusters;
geography: all the main countries in which the Pirelli Group operates;
the duration of the non-competition agreement: 24 months from the termination of office/contract;
Fee for the restriction period
Annual payment
Range
50% - 170%
10% - 15%
the fee: from a minimum of 50% to a maximum of 170% of the fixed remuneration on the basis
of the role held, the technical skills, the specialised know-how and the reason for leaving, for the
period of the restriction, less any portion disbursed during the contract of employment, amounting
to between 10% and 15% of the fixed remuneration per year of validity of the agreement (usually
5 years). When hiring a new General Manager, the consideration for the non-competition
agreement may be determined as a percentage also above 170% of the fixed remuneration and
in any case not above 200% and, in this case, the annual payment during employment may be
a maximum of 20% of the fixed remuneration.
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10.
EXCEPTIONS TO THE REMUNERATION POLICY
In compliance with Art. 123-ter of the TUF and Art. 84-quater of the Issuers’ Regulation, the Company
may adopt any decisions that temporarily make an exception to the Policy.
With reference to parties for whom the Board of Directors defines remuneration in accordance with
the Policy, in the presence of exceptional circumstances, it is possible to make a temporary exception
to the fixed or variable remuneration criteria indicated in the Policy or the structure of non-competition
agreements and the attribution of non-monetary benefits.
Exceptional circumstances are situations in which an exception to the Policy is necessary for the
purposes of pursuing the long-term interests and sustainability of the Company as a whole or to
ensure its ability to stay on the market, such as, for example (i) the need to replace, due to
unforeseen events, the Chief Executive Officer, General Manager or KMs and to negotiate a
remuneration package quickly, without limits to the possibility of attracting managers with the most
suitable professional skills to manage the business and to ensure that the same levels of sustainable
success and market positioning are at least maintained; (ii) significant changes in the scope of the
company’s business during the term of the policy, such as the sale of a company/business unit or
acquisition of a significant business.
The Remuneration Committee assesses the existence of exceptional circumstances that allow for a
derogation from the Policy. In exceptional circumstances, derogations to the Policy are approved in
compliance with the procedures adopted by the Company for related party transactions, in
implementation of the applicable current Consob regulation pro-tempore.
The Company provides information about any derogations to the Policy applied in exceptional
circumstances, in accordance with the terms and conditions of current provisions of law and
regulations pro-tempore.
11.
OTHER INFORMATION
Pursuant to Scheme 7-bis of Annex 3A of the Issuers’ Regulations, introduced by Consob resolution
no. 18049 of 23 December 2011 and amended thereafter by resolution no. 21623 of 10 December
2020, it should be noted that:
Pirelli has no shareholder incentive plans in place;
in defining the 2024 Policy, Pirelli has not used the specific remuneration policies of other
companies as a benchmark. The Policy has been prepared on the basis of scheme no. 7-bis
adopted by Consob and in force as at the date on which the Policy was approved. This scheme
establishes that the section of the Report provided for by Art. 123-ter with reference to members
of the governing bodies, General Manager and KMs, shall contain at least the information set out
in the scheme referred to above.
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ANNEX 1– GLOSSARY
Directors: members of the Board of Directors of Pirelli & C.
Directors holding specific offices: these are the Directors of Pirelli & C. holding the office of Chairman,
Executive Vice Chairman and Chief Executive Officer. The Directors holding specific offices in other
Group companies, who are also managers, are, for the purpose of the Policy, Executives or Senior
Managers, depending on the role held and, unless otherwise resolved by the Board of Directors of
Pirelli & C. which classifies them as KMs.
Directors with no specific offices: are the Directors of Pirelli & C. other than those holding specific
offices. Directors not holding special offices in other Group companies, who are also managers, are,
for the purpose of the Policy, Executives or Senior Managers, depending on the role held and unless
otherwise resolved by the Board of Directors of Pirelli & C., which classifies them as KMs.
Directors holding specific offices to whom specific duties are also assigned: the Directors of Pirelli &
C. who hold the office of Executive Vice Chairman and Chief Executive Officer.
Annual Total Direct Compensation on-Target: means the sum total of the following components,
regardless of whether they were disbursed by Pirelli & C. or by another Group company:
gross annual base salary of the remuneration;
annual variable short-term incentive (STI), if target objectives are achieved;
medium-long term variable component consisting of:
o annual value of the LTI plan if multi-year target objectives are achieved;
o pro quota value of the STI accrued and deferred, to be paid if the underlying
conditions are met;
an additional value of an equal or higher amount in respect of the pro quota of the STI accrued
and deferred, to be paid if the underlying conditions are met.
Shareholders’ Meeting: means the meeting of the shareholders of Pirelli & C..
Remuneration Committee: the Remuneration Committee of Pirelli & C..
Board of Directors: the Board of Directors of Pirelli & C..
General Manager(s): the persons chosen by the Pirelli & C. Board of Directors to be assigned
extensive powers of business segment management. The subjects holding the office of General
Manager in other Group companies are, for the purpose of the Policy, Executives or Senior
Managers, depending on the role held and unless otherwise resolved by the Board of Directors of
Pirelli & C., which classifies them as KMs.
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KMs: indicates the persons identified pursuant to Article 11, paragraph 10 of the Bylaws, i.e. Pirelli’s
managers who, by reason of the tasks and powers attributed to them, have the power and
responsibility, directly or indirectly, of planning, directing and controlling the Company’s activities and
of adopting decisions that may affect its development and future prospects.
Executives: managers of the Italian companies or employees of the Group’s foreign companies with
a position or role that is comparable to that of an Italian manager.
Good Leaver: when the relationship with the Company is terminated by mutual termination,
retirement, death or resignation for good cause.
Bad Leaver: when the relationship with the Company is terminated due to a case other than those
listed in the definition of good leaver.
Pirelli Group or Pirelli or Group: all the companies included in the consolidation scope of Pirelli & C..
Management: means all Directors holding specific offices, General Manager, KMs, Senior Managers
and Executives.
2021-2023 LTI Plan: refers to the LTI plan relating to the 2021-2023 three-year cycle, approved by
the Board of Directors on 31 March 2021 and, subsequently, by the Shareholders’ Meeting held on
15 June 2021, to support the achievement of the new objectives set by the 2021-2022/2025 Strategic
Plan, as subsequently amended by the Board of Directors on 17 March 2022 (amendment approved
by the Shareholders’ Meeting on 18 May 2022).
2022-2024 LTI Plan: refers to the LTI plan relating to the 2022-2024 three-year cycle, approved by
the Board of Directors on 17 March 2022 and, subsequently, by the Shareholders’ Meeting held on
18 May 2022.
2023-2025 LTI Plan: refers to the LTI plan relating to the 2023-2025 three-year cycle, approved by
the Board of Directors on 5 April 2023 and, subsequently, by the Shareholders’ Meeting held on 31
July 2023.
2024-2026 LTI Plan: refers to the LTI plan relating to the 2024-2026 three-year cycle, approved by
the Board of Directors on 6 March 2024.
2021-2022/2025 Strategic Plan: refers to the business plan approved by the Board of Directors of
Pirelli & C. on 31 March 2021.
2024-2025 Industrial Plan: refers to the update of the 2021-2022|2025 Strategic Plan approved by
the Board of Directors of Pirelli & C. on 6 March 2024.
2020 Policy: refers to the Remuneration Policy for the year 2020 approved by the Board of Directors
on 2 March 2020 and, subsequently, by the Shareholders’ Meeting held on 18 June 2020.
2021 Policy: refers to the Remuneration Policy for the year 2021 approved by the Board of Directors
on 31 March 2021 and, subsequently, by the Shareholders’ Meeting held on 15 June 2021.
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2022 Policy: refers to the Remuneration Policy for the year 2022 approved by the Board of Directors
on 17 March 2022 and, subsequently, by the Shareholders’ Meeting held on 18 May 2022.
2023 Policy: refers to the Remuneration Policy for the year 2023 approved by the Board of Directors
on 5 April 2023 and, subsequently, by the Shareholders’ Meeting held on 31 July 2023.
GAR: refers to the gross annual base remuneration of the compensation for those employed by a
Pirelli Group company.
Senior Managers or Senior Management: refers to the persons to whom the following shall first
report, except where they are KMs (i) Directors holding specific offices to whom specific duties have
been attributed; (ii) General Manager, where the work of the Senior Manager significantly impacts
business results.
Statutory Auditors: refers to the members of the Board of Statutory Auditors of Pirelli & C.
The Company or Pirelli & C.: refers to Pirelli & C. S.p.A.
STI: refers to the annual variable component of remuneration that can be achieved if the predefined
corporate objectives are achieved, as more fully described in paragraphs 2, 4, 5 and 6.
Top Management: refers to all Directors holding specific offices, General Manager and KMs.
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REPORT ON COMPENSATION PAID IN 2023
1.
ILLUSTRATION OF REMUNERATION COMPONENTS
The Report on Compensation Paid illustrates the remuneration policy approved by the shareholders’
meeting of Pirelli & C. on 31 July 2023 (the “2023 Policy”), as implemented by the Pirelli Group
during the 2023 financial year in relation to remuneration. In particular, the 2023 Report on
Compensation Paid provides an overview of the remuneration paid to the different types of
stakeholders, in accordance with the transparency obligations of the applicable legal or regulatory
provisions, and gives evidence of compliance with the 2023 Policy.
The subject appointed to carry out the external audit of the financial statements verifies that the
Directors have prepared the Report on Compensation paid. The Shareholders’ Meeting resolves on
the second section of the Report (i.e. the 2023 Report on Compensation Paid) with an advisory vote.
In implementing the 2023 Policy, the Company took into account the vote cast by the Shareholders’
Meeting held on 31 July 2023, which voted in favour of the Report on Compensation Paid in 2022.
The chart below shows the result of the advisory vote in 2023 on the compensation paid in 2022 and
in 2022 on the compensation paid in 2021.
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1.1 TOTAL REMUNERATION
At the Shareholders’ Meeting of 31 July 2023, the term of office of the Board of Directors appointed
by the Shareholders’ Meeting of 18 June 2020 expired. The Shareholders’ Meeting of 31 July 2023
therefore appointed the Board of Directors for the financial years 2023-2024-2025, until the approval
of the financial statements as at 31 December 2025 (the ‘2023-2025 Term of office’).
This section therefore shows:
-
-
-
-
the remuneration paid with reference to the financial year 2023 to the members of the Board
of Directors in office in the 2023-2025 Term of office;
the remuneration paid with reference to the financial year 2023 to the members of the Board
of Directors whose term of office ended with the approval of the financial statements as of 31
December 2022 (the ‘2020-2022 Term of office’);
the remuneration paid with reference to the financial year 2023 to the KMs;
the remuneration paid with reference to the financial year 2023 to the members of the Board
of Statutory Auditors appointed by the Shareholders’ Meeting on 15 June 2021.
Fixed Remuneration
Directors holding no specific offices
Term of office 2023-2025
Pursuant to the 2023 Policy, for Directors not holding specific offices, the Shareholders’ Meeting
of 31 July 2023 resolved to establish, for the years 2023, 2024, 2025 and until the end of their
term of office coinciding with the approval of the financial statements as at 31 December 2025,
a total annual Board of Directors’ remuneration in accordance with Art. 2389, paragraph 1 of the
Italian Civil Code, of up to 2.5 million euros, excluding the remuneration to be allocated by the
Board to Directors holding specific offices, as envisaged by Art. 2389 of the Italian Civil Code.
This total remuneration includes remuneration for the office held and the fees due for
participation in the board Committees, as resolved by the Board of Directors on 3 August 2023.
On 3 August 2023, the Company’s Board of Directors resolved to grant each Director not holding
specific offices a gross annual remuneration of 75,000 euros.
Term of office 2020-2022
Pursuant to the 2020 Policy, for Directors not holding specific offices, the Shareholders’ Meeting
of 18 June 2020 resolved to establish, for the years 2020, 2021, 2022 and until the end of their
term of office coinciding with the approval of the financial statements as at 31 December 2022,
a total annual Board of Directors’ remuneration in accordance with Art. 2389, paragraph 1 of the
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Italian Civil Code, of up to 2 million euros, excluding the remuneration to be allocated by the
Board to Directors holding specific offices, as envisaged by Art. 2389 of the Italian Civil Code.
This total remuneration included the remuneration for the office held and the fees due for
participation in the board Committees, as resolved by the Board of Directors on 22 June 2020.
On 22 June 2020, the Company’s Board of Directors resolved to grant each Director not holding
specific offices a gross annual remuneration of 65,000 euros.
Directors holding specific offices
Term of office 2023-2025
Chairman Jiao Jian, appointed by the Shareholders’ Meeting on 31 July 2023, expressed his
willingness not to receive any remuneration from the Company for the offices held. Therefore,
the Board of Directors’ meeting of 13 September 2023 resolved not to allocate any remuneration
under the 2023 Policy for the offices held by him.
In accordance with the 2023 Policy, the Executive Vice Chairman197 Marco Tronchetti Provera
was allocated a gross annual fixed remuneration for the office of 2,400,000 euros, as approved
by the Board of Directors on 13 September 2023198, as well as the remuneration for the offices
of Director, Chairman of the Strategies Committee, Chairman of the Appointments and
Succession Committee and Chairman of the Sustainability Committee approved by the Board
of Directors on 3 August 2023 and received pro-rata from the date of appointment199.
In accordance with the 2023 Policy, the Chief Executive Officer Andrea Casaluci200 was
assigned, starting from his appointment, a gross annual fixed remuneration for the office of
1,100,000 euros, approved by the Board of Directors on 13 September 2023, as well as
remuneration for the offices of Director and member of the Strategies Committee and
Sustainability Committee, approved by the Board of Directors on 3 August 2023.
Term of office 2020-2022
Chairman Li Fanrong, who ceased to hold office upon completion of his term at the
Shareholders’ Meeting held on 31 July 2023, received no remuneration from the Company for
the offices held. The Board of Directors’ meeting of 11 October 2022, having noted the
Chairman’s expressed willingness not to receive any remuneration from the Company for his
197 The Board of Directors’ meeting of 3 August 2023 appointed Marco Tronchetti Provera as Executive Vice Chairman. During the 2020-
2022 term of office he also held the position of Chief Executive Officer.
198 The Board of Directors’ meeting of 13 September 2023, also in view of the new responsibilities and proxies assigned, resolved that,
as of the date of his appointment to the office, Executive Vice Chairman Marco Tronchetti Provera would receive the same fixed gross
annual remuneration approved by the Board of Directors’ meeting of 22 June 2020 for the previous office held as Executive Vice
Chairman and Chief Executive Officer. This remuneration is paid to the company to which he belongs.
199 Remuneration transferred to employer company.
200 It is recalled that the Board of Directors appointed Andrea Casaluci as CEO on 3 August 2023.
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offices, had in fact resolved not to proceed with the allocation of any remuneration under the
2022 Policy.
In accordance with the 2020 Policy, Executive Vice Chairman and Chief Executive Officer Marco
Tronchetti Provera was allocated a gross annual fixed remuneration for the office of 2,400,000
euros, as well as the remuneration for the offices of Director, Chairman of the Strategies
Committee and Chairman of the Appointments and Succession Committee, approved by the
Board of Directors on 22 June 2020 and received pro-rata until the date of termination of the
offices.
In accordance with the 2021 and 2020 Policy, Deputy-CEO Giorgio Luca Bruno, who ceased to
hold office upon completion of his term of office with the Shareholders’ Meeting of 31 July 2023,
was allocated a gross annual fixed remuneration for the office of 1,100,000 euros, determined
by the Board of Directors on 15 June 2021, as well as the remuneration for the offices of Director
and member of the Strategies Committee, approved by the Board of Directors on 22 June 2020,
received pro-rata until the date of termination of the offices.
KMs
The Corporate General Manager Francesco Tanzi, in line with the resolution passed by the Board
of Directors on 3 August 2023 and as provided for by the 2023 Policy, was allocated a gross annual
remuneration of 750,000 euros, received pro-rata starting from the date of hire, which took place on
4 August 2023.
In line with the resolution of the Board of Directors and as provided for by the remuneration policies
adopted by Pirelli, Operations General Manager Andrea Casaluci was allocated a gross annual
remuneration of 750,000 euros, received pro-rata until his appointment as Chief Executive Officer.
The other KMs were paid an aggregate gross annual salary of 3,197,693 euros201.
Auditors
The Statutory Auditors appointed by the Shareholders’ Meeting of 15 June 2021 were paid
remuneration in the amount of 90,000 euros gross per annum for the Chairman and 75,000 euros
gross per annum for the Statutory Auditors, as approved by the aforementioned Shareholders’
Meeting and without prejudice to the provisions of Article 2402 of the Italian Civil Code. The Statutory
Auditor appointed as a member of the Supervisory Board was also granted a gross annual
remuneration of 50,000 euros for the 2023-2025 term of office, received pro-rata from the date of
201 As of 31 December 2023, 6 KMs had been identified, of which 1 is represented pro rata temporis as of 3 August 2023. Also shown
pro-rata temporis are the remunerations of two KMs who held this office until 13 September 2023.
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renewal of the appointment. For the previous 2020-2022 term, he had a gross annual remuneration
of 40,000 euros, received pro-rata until the renewal date.
The fixed remuneration amounts described above are shown in the respective columns of Table 1.
For further details, please refer to paragraphs 3, 4 and 5 of the 2023 Policy, paragraphs 4 and 5 of
the 2022 Policy, paragraphs 3, 4 and 5 of the 2021 Policy and paragraphs 3, 4 and 5 of the 2020
Policy.
Variable remuneration
Management remuneration accrued with reference to the 2023 financial year contributed to the
sustainability of the Company’s long-term results thanks to its variable components (both short-term
and medium-long term) represented by the STI plan, including the deferral/matching mechanism,
and the 2021-2023 LTI Plan.
In this regard, with reference to the final figures of the 2023 STI and 2021-2023 LTI, results exceeded
expectations despite the macro-economic context characterised by growing geopolitical tensions, a
sharp slowdown in economic growth and demand, penalised by high inflation and rising interest
rates.
Annual variable remuneration STI
With reference to the 2023 STI Plan, the table below summarises the final figures of the performance
targets for the year in relation to the targets set.
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In light of the results achieved, the payout percentage accrued by each beneficiary in respect of the
2023 STI plan stands at the values shown in the table below.
Note that the amounts accrued under the 2023 STI shall be paid in accordance with the procedures
and mechanisms indicated below, in accordance with the 2023 Policy.
Directors holding specific offices to whom specific duties are also delegated
Term of office 2023-2025
In accordance with the 2023 Policy, during the financial year 2024, the Executive Vice Chairman
will be paid 75% of the accrued incentive upfront, while the payment of the remaining 25% is
deferred for 12 months and put at risk/opportunity as it is subject to the achievement of the STI
targets for the year 2024 as defined in the 2024 Policy. For this reason, neither the deferral
quota nor any company matching are shown in the “Bonuses and other incentives” column of
Table 1. Also note that, in accordance with the 2022 Policy and based on the level of
achievement of the 2023 STI results, the 2022 STI portion that had been deferred together with
the company matching component (both components shown in the “Bonuses and other
incentives” column of Table 1) is also disbursed.
In accordance with the 2023 Policy, during the financial year 2024, the Chief Executive Officer
Andrea Casaluci will be paid upfront 75% of the incentive accrued pro-rata temporis from the
date of his appointment, while the payment of the remaining 25% is deferred for 12 months and
put at risk/opportunity as it is subject to the achievement of the STI objectives for the year 2024
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as defined in the 2024 Policy. For this reason, neither the deferral quota nor any company
matching are shown in the “Bonuses and other incentives” column of Table 1.
Term of office 2020-2022
The Executive Vice Chairman and Chief Executive Officer Marco Tronchetti Provera,
participated, until the date he left office, in the same 2023 STI plan, the mechanism of which is
better described in the “2023-2025 Mandate” paragraph above and defined in the 2023 Policy.
In accordance with the 2023 Policy, during the financial year 2024, Deputy-CEO Giorgio Luca
Bruno is paid the 2023 STI accrued pro-rata until leaving office. Given the non-applicability of
the deferral mechanism, this amount is fully shown in the “Bonuses and other incentives” column
in Table 1. Also note that, in accordance with the 2022 Policy and based on the level of
achievement of the 2023 STI results, the 2022 STI portion that had been deferred together with
the company matching component (both components shown in the “Bonuses and other
incentives” column of Table 1) is also disbursed.
KMs
The 2023 STI of Corporate General Manager Francesco Tanzi, accrued on a pro-rata basis from the
date of hiring, of the General Manager of Operations Andrea Casaluci, accrued on a pro-rata basis
until his appointment as CEO, and of the KMs is subject to the co-investment mechanism as defined
in the 2023 Policy, which envisages the deferral of a portion of the accrued incentive that may vary
from a minimum of 25% to a maximum of 50%, depending on the individual choice. This deferred
portion will be paid in 2027 subject to continued employment up to 31 December 2026, together with
a company matching component that can vary from a minimum of 0.8 to a maximum of 1.2 times the
deferred amount. Since the amount of the deferred portion and the company matching are already
determined as they are not subject to further performance conditions, both components are shown
in the “Bonuses and other incentives” column of Table 1.
For further details, see paragraphs 2, 4 and 5 of the 2023 Policy and paragraphs 2 and 4 of the 2022
Policy.
Medium-long term variable remuneration (LTI)
With reference to the 2021-2023 LTI Plan, the table below summarises the final figures of the
performance targets for the three-year period in relation to the targets set. Note that the Plan did not
provide for an ON/OFF condition.
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In light of the results achieved, the payout percentage accrued by each beneficiary in respect of the
2021-2023 LTI plan stands at the values shown in the table below.
Note that for the TSR target included in the 2021-2023 LTI plan, similarly to what was approved for
the same target in the 2020-2022 LTI plan, the Board of Directors’ meeting of 6 March 2024 applied
the methodology identified by the Company (the suitability of which was corroborated by an
independent expert) to normalise, in accordance with the 2021 Policy, the effects of the acquisition
of Cooper by Goodyear (a company included in the Tier 1 peers for the TSR target) which took place
at the beginning of 2021.
Note that the amounts accrued under the 2021-2023 LTI plan are disbursed in a single payment
during the financial year 2024, in accordance with the 2021 Policy.
The aforementioned amounts for the STI and LTI plans are shown under the respective items of
Tables 1 and 2.
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Finally, the following graph shows the proportion of fixed and variable remuneration202 achieved in
relation to the 2023 results for STI and of 2021-2023 results for LTI for top management figures.
Other remuneration
It should be noted that for the CEO203, the Corporate General Manager, KMs and more generally
other selected Senior Managers and Executives, Pirelli has introduced non-competition agreements
to protect the Group’s strategic and operational know-how. The Deputy-CEO, who will cease to hold
office on 31 July 2023, also has a non-competition agreement in place.
On the other hand, it should be noted that the Executive Vice Chairman is not subject to a non-
competition agreement.
For further details, see paragraph 9 of the 2023 Policy and Table 1 for further details of the other
remuneration.
1.2
INDEMNITY IN THE EVENT OF TERMINATION OF OFFICE AND/OR TERMINATION OF
EMPLOYMENT DURING THE YEAR 2023
In 2023 there were no cases of termination of office of directors or members of the Board of Statutory
Auditors and/or termination of employment of General Managers or KMs leading to the allocation of
indemnities and/or other benefits.
It should be noted that with the appointment of the new Board of Directors on 31 July 2023, the office
of the Deputy-CEO Giorgio Luca Bruno expired for end of term of office. In accordance with the
provisions of the 2023 Policy, he was not paid any end-of-office indemnity but rather a severance
pay, calculated on the remuneration received until the termination of office, in his capacity as Director
202 Corresponding for the fixed part to the items represented in the “Fixed remuneration” and “Remuneration for participation in
committees” columns and for the variable part to the items represented in the “Bonuses and other incentives” column of Table 1.
203 Pirelli had a non-competition agreement in place for Chief Executive Officer Andrea Casaluci, in his capacity as General Manager of
Operations, which was terminated upon his appointment as Chief Executive Officer.
457
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration Report
holding specific offices to whom specific duties not related to the executive employment relationship.
Also pursuant to the 2023 Policy, Giorgio Luca Bruno retains his rights, accrued pro-rata up to the
date of termination of his employment, to participate in the incentive plans, as well as the related
severance pay, as follows: (i) 2022 STI for the deferred portion and its company increase both
disbursed in 2024 against the level of achievement of the 2023 STI, (ii) 2023 STI, disbursed in 2024,
(iii) as well as the long-term incentive plans (LTI) 2021-2023 (disbursed in 2024), 2022-2024
(potentially disbursed in 2025) and 2023-2025 (potentially disbursed in 2026).
To protect the Group’s strategic and operational know-how, Giorgio Luca Bruno will also be bound,
for the two years following his termination of office as Director, to a non-competition agreement valid
for the main countries in which Pirelli operates, for a total consideration equal to 120% of the fixed
annual gross remuneration for the office of Deputy-CEO (1.1 million euros), minus the amount paid
during the term of office as an advance equal to 10% of the aforesaid remuneration for each year of
office. The residual amount thus owed shall be paid by the Company to Giorgio Luca Bruno in 8
quarterly instalments in arrears starting from October 2023 (this amount, together with the amount
paid as severance pay, are shown in the “Severance Pay” column of Table 1).
Finally, with the end of the 2020-2022 term of office, the non-monetary benefits attributed to Giorgio
Luca Bruno also ceased, with the exception of the company car, which was kept in use until October
2023.
Also note that with the appointment of the new Board of Directors on 31 July 2023, the office of
Executive Vice Chairman and Chief Executive Officer Marco Tronchetti Provera ceased due to the
completion of the term of office. Subsequently, Marco Tronchetti Provera was appointed Director by
the Shareholders’ Meeting of 31 July 2023 and Executive Vice Chairman by the Board of Directors
meeting of 3 August 2023.
In accordance with the provisions of the 2023 Policy, the Executive Vice Chairman was not paid any
end-of-office indemnity.
Having the right to request the disbursement of even only part of the severance pay, calculated on
the remuneration received up to the termination of his office as Executive Vice Chairman and Chief
Executive Officer, the Executive Vice Chairman requested the disbursement of a portion equal to
Euro 4 Million gross (as shown in Table 1). For amounts or mandates for which disbursement has
not been requested, the right to the relevant sums shall accrue in the year in which disbursement is
requested.
1.3 EXCEPTIONS TO THE 2023 POLICY
It should be noted that there were no exceptions to the 2023 Policy for Directors (including Directors
holding specific offices), General Managers, KMs and members of the Board of Statutory Auditors.
458
Remuneration Report
Pirelli & C. S.p.A. – 2023 Annual Report
1.4 CLAWBACK CLAUSES
It should also be noted that during the year the conditions for the application of the mechanisms for
ex post repayment of the variable component (clawback clause) envisaged by the STI annual and
LTI multi-year incentive plans did not occur.
1.5 COMPARISON INFORMATION
Below is a summary of the comparative information for the last five years: (i) of the remuneration of
the Executive Vice Chairman, the Chief Executive Officer and the Corporate General Manager, (ii)
of the Company’s results, (iii) of the average remuneration of Pirelli & C. employees.
Annual variation in remuneration and performance
Values in €
2023
2023 vs 2022
2022 vs 2021
2021 vs 2020
2020 vs 2019
2019 vs 2018
2018 vs 2017
Executive Vice Chairman
Marco Tronchetti Provera
CEO
Andrea Casaluci
Corporate General Manager
Francesco Tanzi [2]
Board of Directors
Name
Jiao Jian [3]
Li Fanrong [4]
Giorgio Luca Bruno [5]
Bai Xinping [6]
Chen Aihua
Chen Qian
Haitao Zhang
Paola Boromei
Alberto Bradanini
Domenico De Sole
Michele Carpinelli
Grace Tang
Roberto Diacetti
Giovanni Lo Storto
Marisa Pappalardo
Giovanni Tronchetti Provera [7]
Fan Xiaohua
Tao Haisu
Wang Feng
Wei Yin Tao
Yang Shihao
Board of Statutory Auditors
Name
Riccardo Foglia Taverna
Antonella Carù
Alberto Villani
Francesca Meneghel
Teresa Naddeo
Results
Relative TSR [8]
Group Adjusted EBIT (mln euros)
Average remuneration of employees
Employees of Pirelli & C. S.p.A. active at 31/12
Actual Total Cash [1]
14.471.550
Actual Total Cash [1]
3.918.531
Actual Total Cash [1]
1.103.890
Actual Total Cash [1]
0
0
4.459.308
22.082
70.833
45.833
111.667
101.250
60.416
140.834
79.166
47.917
115.833
181.250
175.000
462.383
123.751
58.334
67.695
55.417
55.417
Actual Total Cash [1]
90.000
119.166
75.000
75.000
75.000
Actual Result
-
1.001,8
-28%
167%
-17%
69%
-
-
-
-30%
-86%
-
-
18%
7%
-
-3%
-
-
22%
4%
-13%
-48%
-5%
-42%
-
-42%
-9%
0%
4%
0%
0%
0%
-
-
-
176%
0%
-
-
0%
0%
-
0%
-
-
0%
0%
0%
69%
0%
0%
-
0%
-
85%
6%
18%
85%
85%
12.4 p.p
2,5%
8.3 p.p
20%
Actual Total Cash [1]
132.046
-13%
40%
Change
234%
Change
292%
Change
-
Change
-
-
-
20%
-
-
100%
100%
-
19%
-
-
100%
38%
58%
92%
34%
22%
-
20%
-
Change
-
8%
27%
-
-
Change
2.3 p.p
62,8%
Change
38,6%
-47%
-11%
-33%
23%
-
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-
-
-11%
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-
-
-
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-19%
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-
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23%
0%
0%
-
0%
-
-
3%
0%
-
-
-12.1 p.p
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8,4%
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Office
Chairman
Chairman (outgoing)
Deputy-CEO (outgoing)
Director (outgoing)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director (outgoing)
Director
Director (outgoing)
Director (outgoing)
Director (outgoing)
Director (outgoing)
Office
Chairman
Standing auditor
Standing auditor
Standing auditor
Standing auditor
[1] Corresponds to the sum of "Fixed remuneration", "Fees for participation in committees" and "Bonuses and other incentives" of Table 1.
[2] Hired as of 4 August 2023.
[3]
Chairman Jiao Jian expressed his wish not to receive any remuneration for the offices held in Pirelli & C.. S.p.A.. The Board of Directors therefore resolved not to award any remuneration for the offices held in
Pirelli.
[4]
Chairman Li Fanrong expressed his wish not to receive any remuneration for the offices held in Pirelli & C. S.p.A. The Board of Directors therefore resolved not to proceed with the allocation of any remuneration for
the offices held in Pirelli.
[5] Ceased to hold office upon completion of the term, with the Shareholders' Meeting of 31 July 2023. The amount shown includes remuneration accrued pro rata up to that date.
[6] Resigned as Director as of 22 February 2023. The amount shown includes remuneration accrued pro rata up to that date.
[7]
[8]
Ceased to hold office as Director upon completion of the term, with the Shareholders' Meeting of 31 July 2023. The amount shown includes remuneration accrued pro rata up to that date, as both Director and Senior
Manager.
Calculated as [(average share value 2nd half year n - average share value 2nd half year n-1 + dividends paid in year n) / average share value 2nd half year n-1].
The percentages indicated represent, for each year, the difference in percentage points between Pirelli's TSR and the peers’ average: Nokian, Michelin, Continental, Goodyear and Bridgestone.
Goodyear's TSR was normalised following the acquisition of Cooper.
459
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration Report
The graph below shows the changes to the Executive Vice Chairman and Chief Executive Officer
remuneration, to the average remuneration of Pirelli & C. S.p.A employees and the Group’s Relative
TSR and Adjusted EBIT performance. Please note that the values are not represented in scale.
2.
THE “TABLE”: REMUNERATION PAID TO MEMBERS OF THE ADMINISTRATIVE AND
CONTROL BODIES, GENERAL MANAGERS AND KEY MANAGERS.
The following tables set out:
-
-
by name, the remuneration paid to Directors, Statutory Auditors and General Managers;
in aggregate form, that of KMs204. As of 31 December 2023, in addition to the Corporate
General Manager (Francesco Tanzi), 6 KMs were in office.
204 Point b) of Section II of Scheme 7-bis of Annex 3 A of the so-called Issuers’ Regulations provides that the so-called Report on
compensation paid is structured into two parts:
a) the remuneration of members of the administrative and control bodies and the General Managers;
b) the remuneration of any other key managers who have received, in the reporting year, total remuneration (obtained by adding their
salary and any remuneration based on financial instruments) that exceeded the highest total remuneration attributed to the persons
indicated in point a).
For Key Managers with strategic responsibilities other than those indicated in point b) information is provided at aggregate level in
special tables, indicating the number of persons to whom it refers in place of names”.
460
Remuneration Report
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration is reported on an accruals basis and the notes to the tables indicate the office for
which the remuneration is received (for example, where a director is a member of more than one
Board Committee) and the company Pirelli & C. S.p.A. or subsidiary and/or investee company
thereof paying it (not for remuneration waived or transferred to the Company, for which information
is in any case provided).
The tables include all those individuals who held the aforementioned positions during all or even only
part of the 2023 year205. Non-monetary benefits, where received, are also identified on an accruals
basis, and reported according to the “taxable income criterion” of the benefit assigned.
205 In this case the remuneration is shown pro rata temporis.
461
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration Report
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Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration Report
3. MONETARY INCENTIVE PLANS FOR MEMBERS OF THE BOARD OF DIRECTORS,
GENERAL MANAGERS AND KEY MANAGERS
For a description of Pirelli’s monetary incentive plans, please refer to the Remuneration Policy for
2023.
First and last name
Office
Plan
Bonus for the year
Bonus for the previous years
Payable/
Paid out
Deferred
Deferment
period
No longer
payable
Payable
/Paid out
Still
deferred
Other
bonuses
2,765,640 (1)
Marco Tronchetti
Provera
Executive Vice
Chairman
Andrea Casaluci
CEO
Giorgio Luca Bruno
Deputy-CEO
2022 STI
-
-
-
2023 STI
4,322,160
(2) 1,440,720 (3)
1 year
2021-2023
LTI Plan
2022-2024
LTI Plan
2023-2025
LTI Plan
2021 STI
2022 STI
4,800,000
(4)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2023 STI
660,310
2023 STI
315,153
(6)
(8)
220,103
693,337
(7)
(9)
1 year
3 years
2021-2023
LTI Plan
2022-2024
LTI Plan
2023-2025
LTI Plan
2022 STI
1,277,778
(4)
-
-
-
2023 STI
1,232,578
(10)
2021-2023
LTI Plan
2022-2024
LTI Plan
2023-2025
LTI Plan
1,515,556
(11)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Francesco Tanzi
Corporate General
Manager
2023 STI
270,131
(12) 360,175 (13)
3 years
2021-2023
LTI Plan
2022-2024
LTI Plan
2023-2025
LTI Plan
2021 STI
2022 STI
166,667
(14)
-
-
-
-
-
-
-
-
-
-
-
-
2023 STI
55,849
(17)
44,280
(18)
3 years
2021-2023
LTI Plan
2022-2024
LTI Plan
2023-2025
LTI Plan
2021 STI
2022 STI
172,222
(19)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2023 STI
1,951,736
(23) 1,856,266 (13)
3 years
2021-2023
LTI Plan
2022-2024
LTI Plan
2023-2025
LTI Plan
2,790,278
(4)
-
-
-
-
-
-
-
-
Giovanni Tronchetti
Provera
Director (16)
No. 6 Key Managers
(20)
468
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,406,250
653,373
(5)
(5)
1,014,090 (1)
-
-
-
-
-
-
-
-
-
100,000 (15)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
94,500
92,736
(5)
(5)
-
-
-
-
-
-
-
-
-
-
2,029,263 (21)
1,732,944 (22)
-
50,000
(24)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Remuneration Report
Pirelli & C. S.p.A. – 2023 Annual Report
Bonus for the year
Bonus for the previous years
Deferment
period
No longer
payable
Payable
/Paid out
First and last name
Office
Plan
Payable/
Paid out
2021 STI
2022 STI
-
-
Deferred
-
-
(I) Remuneration in the Company that
has prepared the financial statements
2023 STI
7,781,000
3,109,077
2021-2023
LTI Plan
2022-2024
LTI Plan
2023-2025
LTI Plan
2021 STI
2022 STI
8,345,167
-
-
-
-
-
-
-
-
-
-
-
1 year
3 years
-
-
-
-
-
2023 STI
1,026,917
1,505,804
3 years
(II) Remuneration from Subsidiary and
Affiliated Companies
2021-2023
LTI Plan
2022-2024
LTI Plan
2023-2025
LTI Plan
2,377,334
-
-
-
-
-
(III) Total
19,530,418
4,614,881
-
-
-
-
Still
deferred
1,050,060
672,759
-
-
-
-
2,479,953
1,806,294
-
-
-
-
-
3,779,730
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other
bonuses
150,000
-
3,779,730
6,009,066
150,000
(1) The amount refers to the sum of the deferred portion of the 2022 STI (25%) and the respective company matching component paid out for achievement of the 2023
STI objectives as defined in the 2022 Policy. This amount is shown in the “Bonuses and other incentives” column of Table 1.
(2) The amount in the “Payable/Paid out Year Bonus” column refers to the 75% of the 2023 STI paid out (upfront amount). This amount is shown in the “Bonuses and
other incentives” column of Table 1.
(3) The amount in the “Deferred Year Bonus” column refers to 25% of the 2023 STI deferred and assigned to risk/opportunity subject to the results of the 2024 STI. This
amount is not shown in the “Bonuses and other incentives” column of Table 1.
(4) The amount in the “Payable/Paid out Year Bonus” column refers to the 2021-2023 LTI Plan. This amount is shown in the “Bonuses and other incentives” column of
Table 1.
(5) The amount in the “Previous Years Bonuses Still Deferred” column refers to the sum of the deferred STI portion and the company matching component, which will be
paid at the end of the deferral period (3 years). This amount is not shown in the “Bonuses and other incentives” column of Table 1.
(6) With reference to the 2023 STI accrued as of the appointment as Chief Executive Officer, the amount in the “Payable/Paid out Year Bonus” column refers to the 75%
paid out (upfront portion). This amount is shown in the “Bonuses and other incentives” column of Table 1.
(7) With reference to the 2023 STI accrued as of the appointment as CEO, the amount in the “Deferred Year Bonus” column refers to the 25% deferred and put at
risk/opportunity subject to the results of the 2024 STI. This amount is not shown in the “Bonuses and other incentives” column of Table 1.
(8) With reference to the 2023 STI accrued as General Manager Operations, the amount in the “Payable/Paid out Year Bonus” column refers to the portion of the amount
paid out (upfront amount) based on personal choice. This amount is shown in the “Bonuses and other incentives” column of Table 1.
(9) With reference to the 2023 STI accrued as General Manager Operations, the amount in the “Deferred Year Bonus” column refers to the sum of the deferred portion
and the company matching component that will be paid at the end of the deferral period (3 years). This amount is shown in the “Bonuses and other incentives” column of
Table 1.
(10) The amount in the “Payable/Paid out Year Bonus” column refers to the 2023 STI accrued up to the date of termination of office as Deputy-CEO. This amount is
shown in the “Bonuses and other incentives” column of Table 1.
(11) The amount in the “Payable/Paid out Year Bonus” column refers to the 2021-2023 LTI Plan accrued up to the date of termination of the office of Deputy-CEO. This
amount is shown in the “Bonuses and other incentives” column of Table 1.
(12) The amount in the “Payable/Paid out Year Bonus” column refers to the portion of the 2023 STI, accrued from the date of hire, paid out (upfront portion) based on
personal choice. This amount is shown in the “Bonuses and other incentives” column of Table 1.
(13) The amount in the “Deferred Year Bonus” column refers to the sum of the 2023 STI deferred portion and the related company matching component that will be paid
at the end of the deferral period (3 years). This amount is shown in the “Bonuses and other incentives” column of Table 1.
(14) The amount in the "Payable/Paid out Year Bonus" column refers to the 2021-2023 LTI Plan accrued pro-rata from the hire date. This amount is shown in the "Bonuses
and other incentives” column of Table 1.
(15) The amount refers to a welcome bonus linked to hiring. This amount is shown in the “Other remuneration” column in Table 1.
(16) Giovanni Tronchetti Provera is included in the LTI and STI variable incentive plans as Senior Manager of Pirelli Tyre S.p.A..
(17) The amount in the “Payable/Paid out Year Bonus” column refers to the portion of the 2023 STI paid out (upfront amount) based on personal choice. This amount is
shown in the “Bonuses and other incentives” column of Table 1. This amount is represented on a pro-rata basis until the termination of his office as Director of Pirelli &
C. S.p.A..
(18) The amount in the “Deferred Year Bonus” column refers to the sum of the 2023 STI deferred portion and the related company matching component that will be paid
at the end of the deferral period (3 years). This amount is shown in the “Bonuses and other incentives” column of Table 1. This amount is represented on a pro-rata basis
until the termination of his office as Director of Pirelli & C. S.p.A..
(19) The amount in the “Payable/Paid out Year Bonus” column refers to the 2021-2023 LTI Plan. This amount is shown in the “Bonuses and other incentives” column of
Table 1. This amount is represented on a pro-rata basis until the termination of his office as Director of Pirelli & C. S.p.A..
(20) As of 31 December 2023, 6 KMs had been identified, of which 1 is represented pro rata temporis as of 3 August 2023. The table also shows pro rata temporis the
remuneration of two KMs who held this office until 13 September 2023. The remuneration paid to the General Manager Operations and the General Manager Corporate,
pro-rata for their respective periods of tenure, are not included in this item as they are indicated separately in the table.
(21) The amount in the “Previous Years Bonuses Still Deferred” column refers to the sum of the deferred 2021 STI portion and the company matching component, which
will be paid at the end of the deferral period (3 years). This amount is not shown in the “Bonuses and other incentives” column of Table 1.
(22) The amount in the “Previous Years Bonuses Still Deferred” column refers to the sum of the deferred 2022 STI portion and the company matching component, which
will be paid at the end of the deferral period (3 years). This amount is not shown in the “Bonuses and other incentives” column of Table 1.
(23) The amount in the “Payable/Paid out Year Bonus” column refers to the portion of the 2023 STI paid out (upfront amount) based on personal choice. This amount is
shown in the “Bonuses and other incentives” column of Table 1.
469
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration Report
(24) The amount refers to a retention bonus granted before qualification as a KM. This amount is shown in the “Other remuneration” column in Table 1.
4.
TABLE OF EQUITY INVESTMENTS OF THE MEMBERS OF THE ADMINISTRATIVE AND
CONTROL BODIES, GENERAL MANAGERS AND KEY MANAGERS.
The table below provides disclosures on any equity investments held in Pirelli & C. S.p.A. and in its
subsidiary companies, by those who, even for a fraction of the year, have held the position of:
- member of the Board of Directors;
- member of the Board of Statutory Auditors;
- General Manager;
- KMs.
In particular, it indicates, for each member of the Board of Directors and Board of Statutory Auditors
and General Managers, by name, and cumulatively for KMs, with regard to each company in which
shares are held, the number of shares, by category:
- held at the end of the prior year;
- purchased during the reporting year;
-
sold during the reporting year;
- held at the end of the reporting year.
In this regard, the title of possession and the manner in which it is held are also specified.
It includes all the persons who, during the reporting year, held positions as members of the
administrative and control bodies, General Manager or as KM, even for a fraction of the year.
1) Equity investments of the members of the administrative and control bodies and General
Managers
First and last name
Office
Marco Tronchetti Provera (i)
Executive
Vice
Chairman
Giorgio Luca Bruno
Director
Investee
company
Pirelli & C.
S.p.A.
Pirelli & C.
S.p.A.
(i) Shares held by the indirect subsidiary Camfin S.p.A.
No of shares
held at
31/12/2022
No of shares
purchased/
underwritten
No. of
shares
sold
No of shares
held at
31/12/2023
140,959,399
500 (ii)
-
-
-
140,959,399
500 (ii)
(ii) Shares purchased during the listing of the Company on 4 October 2017 and held on the date of termination of office (31 July 2023).
470
Remuneration Report
Pirelli & C. S.p.A. – 2023 Annual Report
2) Equity investments of other key managers
Number of key
managers
-
Investee
company
-
No of shares
held at
31/12/2022
-
No of shares
purchased/
underwritten
-
No. of
shares
sold
-
No of shares held
at 31/12/2023
-
471
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2023
472
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (in thousands of euro)
Note
12/31/2023
12/31/2022
of which related
parties (note 42)
of which related
parties (note 42)
Property, plant and equipment
Intangible assets
Investments in associates and joint ventures
Other financial assets at fair value through other Comprehensive Income
Deferred tax assets
Other receivables
Tax receivables
Other assets
Derivative financial instruments
Non-current assets
Inventories
Trade receivables
Other receivables
Other financial assets at fair value through Income Statement
Cash and cash equivalents
Tax receivables
Derivative financial instruments
Current assets
Total Assets
Equity attributable to the owners of the Parent Company:
Share capital
Reserves
Net income / (loss)
Equity attributable to non-controlling interests:
Reserves
Net income / (loss)
Total Equity
Borrowings from banks and other financial institutions
Other payables
Provisions for liabilities and charges
Deferred tax liabilities
Provisions for employee benefit obligations
Tax payables
Derivative financial instruments
Non-current liabilities
Borrowings from banks and other financial institutions
Trade payables
Other payables
Provisions for liabilities and charges
Provisions for employee benefit obligations
Tax payables
Derivative financial instruments
Current liabilities
Total Liabilities and Equity
9
10
11
12
13
15
16
22
27
17
14
15
18
19
16
27
20.1
20.2
20
23
25
21
13
22
26
27
23
24
25
21
22
26
27
3,409,114
5,263,787
86,397
52,837
202,849
408,625
11,318
115,894
12,886
9,563,707
1,371,436
649,406
419,249
228,759
1,252,769
32,574
13,027
3,967,220
13,530,927
5,494,393
1,904,375
3,110,938
479,080
125,201
108,376
16,825
5,619,594
3,174,678
77,932
109,548
990,870
180,218
14,391
-
4,547,637
789,527
1,999,418
412,173
35,323
820
105,193
21,242
3,363,696
13,530,927
7,240
9,358
98,729
8,322
212
22,144
3,181
2,242
126,064
21,371
-
-
3,399,628
5,382,837
80,227
48,419
176,969
231,151
9,055
120,481
26,430
9,475,197
1,457,711
636,446
741,238
246,884
1,289,744
27,649
22,681
4,422,353
13,897,550
5,323,794
1,904,375
3,001,659
417,760
130,034
111,894
18,140
5,453,828
3,690,111
74,574
101,676
1,041,848
180,558
12,780
-
5,101,547
800,389
1,973,296
405,578
41,250
-
102,104
19,558
3,342,175
13,897,550
6,926
11,029
111,272
10,444
212
21,843
6,735
2,979
166,372
37,386
473
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
CONSOLIDATED INCOME STATEMENT (in thousands of euro)
Note
2023
2022
of which related
parties (note 42)
of which related
parties (note 42)
Revenues from sales and services
Other income
Changes in inventories of unfinished, semi-finished and finished products
Raw materials and consumables used (net of change in inventories)
Personnel expenses
Amortisation, depreciation and impairment
Other costs
Net impairment of financial assets
Increases in fixed assets due to internal works
Operating income/(loss)
Net income/(loss) from equity investments
- share of net income/(loss) of associates and joint ventures
- gains on equity investments
- losses on equity investments
- dividends
Financial income
Financial expenses
Net income / (loss) before taxes
Taxes
Net income / (loss)
Attributable to:
Owners of the Parent Company
Non-controlling interests
29
30
31
32
33
34
35
36
37
38
Total earnings / (losses) per share (in euro per basic/diluted share)
39
31,045
60,058
(10,983)
(17,365)
(324,968)
11,646
3,065
(838)
6,650,063
328,994
37,925
(2,216,053)
(1,225,311)
(588,463)
(2,175,943)
(5,263)
2,378
808,327
15,879
11,646
(35)
(1)
4,269
225,661
(419,764)
630,103
(134,198)
495,905
479,080
16,825
0.479
44,972
63,602
(17,603)
(15,244)
(340,884)
2,920
3,480
(1,825)
6,615,727
330,913
212,222
(2,419,274)
(1,178,609)
(566,689)
(2,208,788)
4,075
1,905
791,482
5,848
2,920
-
(123)
3,051
101,987
(303,683)
595,634
(159,734)
435,900
417,760
18,140
0.418
474
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (in thousands of euro)
A
Total Net income / (loss)
495,905 435,900
Note
2023
2022
- Remeasurement of employee benefits
- Tax effect
- Fair value adjustment of other financial assets at fair value through Other
Comprehensive Income
Total items that may not be reclassified to Income Statement
22 (30,025) (27,546)
7,383 7,329
12
4,627 (8,477)
(18,015) (28,694)
Exchange rates differences from translation of foreign Financial Statements
- Gains / (losses)
- (Gains) / losses reclassified to Income Statement
- Tax effect
20 (170,427)
58,713
35
- -
- -
Fair value adjustment of derivatives designated as cash flow hedges:
- Gains / (losses)
- (Gains) / losses reclassified to Income Statement
- Tax effect
27 (4,776)
27 (17,642)
56,510
951
5,309 (13,301)
Cost of hedging
- Gains / (losses)
- (Gains) / losses reclassified to Income Statement
- Tax effect
27
27
- (119)
- (1,477)
- 136
Share of other Comprehensive Income related to associates and joint ventures
11 (3,832) (2,183)
Total items reclassified / that may be reclassified to Income Statement
(191,368)
99,230
Total other Comprehensive Income (B+C)
(209,383)
70,536
B
C
D
A+D
Total Comprehensive Income / (loss)
286,522 506,436
Attributable to:
- Owners of the Parent Company
- Non-controlling interests
287,062
(540)
486,523
19,913
475
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AT 12/31/2023
(in thousands of euro)
Attributable to the Parent Company (note 20.1)
Share Capital
Translation
reserve
Other O.C.I.
reserves *
Other reserves/
retained earnings
Total attributable to
the Parent Company
Non-
controlling
interests (note
20.2)
Total
(note 20)
Total at 12/31/2022
1,904,375
(510,386)
12,768
3,917,037
Other components of Comprehensive Income
Net income / (loss)
Total comprehensive income / (loss)
Dividends approved
Effects of hyperinflation accounting in Turkey
Effects of hyperinflation accounting in Argentina
Other
Total at 12/31/2023
-
-
-
-
-
-
-
(156,894)
(35,124)
-
-
(156,894)
(35,124)
-
-
-
-
-
-
-
(244)
-
479,080
479,080
(218,000)
16,109
86,749
(1,077)
5,323,794
(192,018)
479,080
287,062
(218,000)
16,109
86,749
(1,321)
130,034
5,453,828
(17,365)
(209,383)
16,825
495,905
(540)
286,522
(4,871)
(222,871)
-
-
578
16,109
86,749
(743)
1,904,375
(667,280)
(22,600)
4,279,898
5,494,393
125,201
5,619,594
(in thousands of euro)
BREAKDOWN OF OTHER O.C.I. RESERVES*
Reserve for fair value
adjustment of financial
assets at fair value through
other Comprehensive
Income
Reserve for
cash flow
hedge
Remeasurement
of employee
benefits
Tax effect
Other O.C.I.
reserves
Total at 12/31/2022
Other components of Comprehensive Income
Other changes
Total at 12/31/2023
(11,074)
4,627
(219)
(6,666)
54,376
(22,418)
-
31,958
38,703
(69,237)
12,768
(30,025)
12,692
(35,124)
(25)
-
(244)
8,653
(56,545)
(22,600)
(in thousands of euro)
Attributable to the Parent Company (note 20.1)
Share Capital
Translation
reserve
Other O.C.I.
reserves *
Other reserves/
retained earnings
Total attributable to
the Parent Company
Non-
controlling
interests
(note 20.2)
Total
(note 20)
Total at 12/31/2021
1,904,375
(565,143)
Other components of Comprehensive Income
Net income / (loss)
Total comprehensive income / (loss)
Dividends approved
Effects of hyperinflation accounting in Turkey
Effects of hyperinflation accounting in Argentina
Other
Total at 12/31/2022
(in thousands of euro)
54,757
-
(1,408)
14,006
-
54,757
14,006
-
-
-
-
-
-
-
170
-
-
-
-
-
-
-
3,570,288
4,908,112
134,527
5,042,639
-
417,760
417,760
(161,000)
16,868
72,149
972
68,763
417,760
486,523
1,773
18,140
19,913
70,536
435,900
506,436
(161,000)
(24,396)
(185,396)
16,868
72,149
1,142
-
-
(10)
16,868
72,149
1,132
1,904,375
(510,386)
12,768
3,917,037
5,323,794
130,034
5,453,828
BREAKDOWN OF OTHER O.C.I. RESERVES*
Reserve for fair value
adjustment of financial
assets at fair value through
other Comprehensive
Income
Reserve for cost
of hedging
Reserve for
cash flow
hedge
Remeasurement
of employee
benefits
Tax effect
Other O.C.I.
reserves
Total at 12/31/2021
Other components of Comprehensive Income
Other changes
Total at 12/31/2022
(2,597)
(8,477)
-
(11,074)
1,595
(1,596)
1
-
(3,085)
57,461
-
54,376
66,107
(63,428)
(27,546)
(5,836)
142
27
(1,408)
14,006
170
38,703
(69,237)
12,768
476
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands of euro)
Note
2023
2022
Net income / (loss) before taxes
Reversal of amortisation, depreciation, impairment losses and restatement of property,
plant and equipment and intangible assets
Reversal of Financial (income) / expenses
Reversal of Dividends
Reversal of gains / (losses) on equity investments
Reversal of share of net result from associates and joint ventures
Reversal of accruals to provisions and other accruals
Net Taxes paid
Change in Inventories
Change in Trade receivables
Change in Trade payables
Change in Other receivables
Change in Other payables
Uses of Provisions for employee benefit obligations
Uses of Provisions for liabilities and charges
32
36/37
35
35
35
38
A Net cash flow provided by / (used in) operating activities
of which related parties
Investments in owned tangible assets
Disposal of owned tangible assets
Investments in intangible assets
Disposal of intangible assets
Disposals of equity investments in associates and J.V.
Change in Financial receivables from associates and joint ventures
Dividends received
B Net cash flow provided by / (used in) investing activities
of which related parties
Change in Borrowings from banks and other financial institutions due to draw downs
Change in Borrowings from banks and other financial institutions due to repayments
and other
Change in Financial receivables / Other current financial assets at fair value through
Income Statement
Financial income / (expenses)
Dividends paid
Repayment of principal and payment of interest for lease liabilities
C Net cash flow provided by / (used in) financing activities
of which related parties
D Total cash flow provided / (used) during the period (A+B+C)
E Cash and cash equivalents at the beginning of the financial year
42
35
42
23
23
42
630,103
588,463
194,103
(4,269)
36
(11,646)
62,717
(138,988)
29,277
(51,467)
132,729
(23,963)
(12,526)
(16,634)
(18,074)
1,359,861
(290,100)
(377,413)
2,207
(21,623)
-
-
(299)
4,269
(392,859)
(299)
1,127,752
595,634
566,689
201,696
(3,051)
123
(2,920)
141,283
(205,455)
(342,322)
37,376
272,842
(50,502)
27,900
(89,471)
(18,176)
1,131,646
(228,404)
(303,491)
4,098
(31,912)
277
1,330
(150)
3,230
(326,618)
1,073
1,324,067
(1,634,195)
(2,113,830)
212,596
(342,410)
(222,871)
(120,455)
(979,583)
(3,992)
(12,581)
1,283,386
(141,761)
(173,261)
(185,395)
(114,513)
(1,404,693)
(948)
(599,665)
1,883,544
F Exchange rate differences from translation of cash and cash equivalents
(21,955)
(491)
G Cash and cash equivalents at the end of the period (D+E+F) (°)
19
1,248,850
1,283,388
(°)
of which:
cash and cash equivalents
bank overdrafts
1,252,769
(3,919)
1,289,744
(6,356)
477
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
EXPLANATORY NOTES
1. GENERAL INFORMATION
Pirelli & C. S.p.A. is a company whose legal status is governed by the laws of the Italian Republic.
Founded in 1872, Pirelli & C. S.p.A., is - including through its subsidiaries in Italy and abroad - a
Pure Consumer Tyre Company (which includes tyres for automobiles, motorcycles and bicycles),
with a particular focus on the High Value tyre market, which are products that are manufactured to
achieve the highest levels of performance, safety, quietness and road surface grip.
The registered Head Office of the Company is located in Milan, Italy at Viale Piero e Alberto Pirelli
n. 25.
These Consolidated Financial Statements have been prepared using the euro as the reporting
currency, with all values rounded to the nearest thousand Euro, unless otherwise indicated.
the Consolidated Financial Statements has been entrusted
to
The auditing of
PricewaterhouseCoopers S.p.A. pursuant to Legislative Decree No. 39 of January 27, 2010, and in
execution of the resolution of the Shareholders’ Meeting of August 1, 2017, which conferred the
mandate to the aforesaid company for each of the nine financial years, closing from December 31,
2017 to December 31, 2025.
As of October 4, 2017, the date on which trading of the Company’s shares began on Euronext Milan
organized and managed by Borsa Italiana S.p.A., Marco Polo International Italy S.r.l. (“MPI Italy”)
has declared control pursuant to Art. 93 of the TUF over the Company, of which it holds
approximately 37% of the share capital, without exercising activities of direction and coordination.
MPI Italy, in turn is indirectly controlled by Sinochem Holdings Corporation Ltd (“Sinochem”), a state
owned enterprise incorporated under the law of China, subject to control by the State-owned Assets
Supervision and Administrative Commission of the State Council (SASAC) of the People’s Republic
of China.
Note that, following the issuance of the Golden Power Prime Ministerial Decree, the Board of
Statutory Auditors together with management have been performed analysis regarding the
permanence of the control by MPI Italy over Pirelli pursuant to both with Art. 93 of the TUF and IFRS
10; the aforesaid analysis is still ongoing. Similar activity is being carried out by MPI Italy. Pending
the outcome of the mentioned analysis, the disclosure regarding MPI Italy’s declaration of control at
this stage has not changed.
On March 6, 2024, the Board of Directors approved these Consolidated Financial Statements and
authorised their publication on March 18, 2024.
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Pirelli & C. S.p.A. – 2023 Annual Report
2.
BASIS OF PRESENTATION
Information on the Macroeconomic Environment
The persistence of geopolitical tensions, a high rate of inflation and a restrictive monetary policy,
which had generated great uncertainty during 2022, also characterised 2023.
In a highly volatile macroeconomic and market environment, Pirelli recorded growth results that
confirmed the resilience of its business model.
The restrictive interventions by the central banks especially in the Eurozone, to curb inflationary
effects, led to a generalised increase in interest rates with a consequent impact on the Group’s cost
of debt.
The unfavourable trend in exchange rates - in particular the weakening of the US dollar, the renminbi
and the currencies of emerging countries against the euro - and inflation in the costs of production
factors impacted the operating income for 2023, which nevertheless grew thanks to the improvement
in the price/mix and in the internal efficiency plan.
For further details on the performance in 2023, reference should be made to the section “Group
Performance and Results” in the Directors’ Report on Operations, while for information on the
management of external risks, reference should be made to the section “Risk Factors and
Uncertainty” in the same document.
The macroeconomic scenario for 2024 remains volatile, with gradual improvements expected over
the course of 2025, and will be characterised by moderate economic growth, with persistent though
gradually decreasing inflation, and EU and US interest rates which, although slowly decreasing, will
still be significantly higher compared to the last ten years. The most updated forecasts available at
the beginning of the year were taken into account for the formulation of the prospective results for
2024 and 2025, as reported in the section “Outlook for 2024 and 2025” in the Directors’ Report on
Operations. The same results were taken into consideration in the estimations and assumptions,
and particularly when assessing the recoverability of goodwill and of other intangible assets with an
indefinite useful life, and the recoverability of property, plant and equipment in Russia.
These impacts are described in the Explanatory Notes, to which reference should be made for further
details.
479
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Financial Statements
The Consolidated Financial Statements at December 31, 2023 consist of the Statement of Financial
Position, the Income Statement, the Statement of Comprehensive Income, the Statement of
Changes in Equity, the Statement of Cash Flows and the Explanatory Notes, which are accompanied
by the Directors’ Report on Operations.
This document has not been prepared pursuant to the Delegated Regulation EU 2019/815 (ESEF
Regulation), which was implemented pursuant to the Transparency Directive. The document which
has been prepared pursuant to the ESEF Regulation, is available (in Italian only) on the authorised
website eMarket Storage (emarketstorage.com) and on the Company’s website www.pirelli.com.
The format adopted for the Statement of Financial Position provides for the distinction of assets and
liabilities according to whether they are current or non-current.
The Group has opted to present the components of the gains/losses for the financial year in a
separate Income Statement, rather than include these components directly in the Statement of
Comprehensive Income. The Income Statement format adopted provides for the classification of
costs by nature.
The Group has opted to present the tax effects and the reclassifications to the Income Statement of
the gains/losses which had been recognised under Other Comprehensive Income in previous
financial years, directly in the Statement of Comprehensive Income and not in the Explanatory Notes.
The Statement of Changes in Equity includes, in addition to the total gains/losses for the period, the
amounts from transactions with equity holders and the movements which occurred in the reserves
during the financial year.
In the Statement of Cash Flow, the financial flows from operating activities are reported using the
indirect method, whereby the gains or losses for the financial year are adjusted by the effects of non-
monetary transactions, by any deferrals or accruals of past or future collections or payments for
operating activities and by revenue or expense items related to the cash flows derived from any
investment or financing activity.
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Pirelli & C. S.p.A. – 2023 Annual Report
Scope of Consolidation
The scope of consolidation includes the subsidiaries, associates and agreements for joint
arrangements.
Subsidiaries are defined as all the companies over which the Group contemporarily holds:
-
-
-
the power of decision making, or the capacity to direct the relevant activities of the subsidiary,
that is activities that have a significant influence on the results of the subsidiary;
the exposure or the right to the variable (positive or negative) results from the investment in
the entity;
the capacity to utilise its decision making power to determine the amounts for results arising
from the investment in the entity.
The Financial Statements of subsidiaries are included in the Consolidated Financial Statements as
of the date when control is assumed until such time when control ceases to exist. The share of equity
and of the results attributable to non-controlling interests, are reported separately and respectively
in the Statement of Financial Position, the Income Statement, the Statement of Comprehensive
Income and in Equity.
Associates are all companies over which the Group is able to exercise significant influence as
defined by IAS 28 - Investments in Associates and Joint Ventures. This influence is legally presumed
to exist when the Group holds a percentage of voting rights of between 20% and 50%, or when -
even in the case of a lower share of voting rights – it has the power to participate in determining
financial and operating policies by virtue of specific legal relationships, such as, for example, the
participation in Shareholders’ Agreements together with other forms of significant exercise of
governance rights.
Joint arrangements are agreements whereby two or more parties have joint control under a contract.
Joint control is the shared control of a business activity, established by agreement which exists only
when decisions relative to the activity require the unanimous consent of all parties who share control.
These agreements may give rise to joint ventures or joint operations.
A joint venture is an agreement for the joint control of an entity whereby the parties that have joint
control, have rights to the net assets of the said entity. Joint ventures are distinguished from joint
operations which instead are configured as agreements which give the parties of the agreement,
which have joint control of the initiative, the rights to the individual assets and the obligations of the
individual liabilities relative to the agreement. The Group does not currently have any agreements in
place for joint operations.
The following is a summary of the changes in the scope of consolidation:
-
the liquidation, on January 3, 2023, of the company Pirelli Taiwan Co., Ltd.;
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Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
-
-
the liquidation, on August 2, 2023, of the company Servizi Aziendali Pirelli S.c.p.A.;
the liquidation, on October 6, 2023, of the company Pirelli & C. Eco Technology RO S.r.l..
Information on Subsidiaries
The Consolidated Financial Statements include the assets and liabilities of 86 legal entities. The
significant subsidiaries are listed below:
Headquarters
12/31/2023
12/31/2022
% Group
% non-controlling interests % Group
% non-controlling interests
Pirelli Tyre Co. Ltd.
Pirelli Deutschland GmbH
Pirelli Tyre S.p.A.
Pirelli Industrie Pneumatici S.r.l.
Pirelli International Treasury S.p.A.
Pirelli Neumaticos S.A. de C.V.
Pirelli Pneus Ltda.
Pirelli Comercial de Pneus Brasil Ltda.
Pirelli UK Tyres Ltd.
Pirelli Tire LLC
Pirelli Neumaticos S.A.I.C.
S.C. Pirelli Tyres Romania S.r.l.
Yanzhou (China)
Breuberg/Odenwald (Germany)
Milan (Italy)
Settimo Torinese (Italy)
Milan (Italy)
Silao (Mexico)
Santo Andrè (Brazil)
Sao Paulo (Brazil)
Burton-on-Trent (United Kingdom)
Rome (USA)
Buenos Aires (Argentina)
Slatina (Romania)
90.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
10.00%
10.00%
90.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
The complete list of subsidiaries is contained in the attachment, “Scope of Consolidation –
Companies Consolidated on a Line-by-Line Basis”.
Non-controlling interests in the subsidiaries of the Group are not relevant either individually or in
aggregate form.
Consolidation Standards
For consolidation purposes, the financial statements of the companies included in the Scope of
Consolidation, prepared at the reporting date of the Parent Company’s financial statements and
appropriately adjusted to render them consistent with the IAS/IFRS as applied by the Group, were
used.
The financial statements expressed in foreign currencies have been translated into euro by applying
period-end exchange rates for the items in the Statement of Financial Position, and at average
exchange rates for the items of the Income Statement, with the exception of the financial statements
of companies operating in hyperinflationary countries, whose Income Statements have been
translated at period-end exchange rates.
Differences arising from the translation of the initial equity at the period-end exchange rates are
recognised in the translation reserve, together with the difference arising from the translation of the
result for the period at the period-end exchange rate compared to at the average exchange rate. The
translation reserve is reversed to the Income Statement at the time of the disposal of the company
which generated the reserve.
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Pirelli & C. S.p.A. – 2023 Annual Report
The criteria for consolidation can be summarised as follows:
subsidiaries are consolidated using the line-by-line method according to which:
-
the assets and liabilities, costs and revenues of the Financial Statements of subsidiaries are
assumed in their entirety, regardless of the percentage of investment held;
-
the carrying amount of investments is eliminated against the relevant portion of equity;
- equity and financial transactions carried out between the companies which are consolidated
on a line-by-line basis, including dividends distributed within the Group, and the unrealised
margin on intercompany transactions, are eliminated;
- non-controlling interests are represented in the appropriate items under equity, and similarly,
the share of gains or losses attributable to non-controlling interests is shown separately in
the Income Statement;
- at the time of disposal of the subsidiary and the consequent loss of control, in determining
the gains or losses arising from the disposal, any goodwill that can be allocated to the
subsidiary is taken into account;
-
in the case of an investment stake acquired subsequent to the acquisition of control, any
difference between the acquisition cost and the corresponding fraction of equity acquired is
recognised in equity. Similarly, the effects deriving from the disposal of non-controlling
interests without loss of control are also recognised in equity.
investments in associates and joint ventures are evaluated using the equity method, on the basis
of which, the carrying amount of the investments is adjusted by:
-
-
the investor’s pertinent share of the financial results of the subsidiary realised after the
acquisition date;
the pertinent share of gains and losses are recognised directly in the equity of the subsidiary,
in accordance with the applicable standards;
- dividends are paid by the subsidiary;
- when the Group’s pertinent share in the losses of the associate/joint venture exceeds the
carrying amount of the investment in the Financial Statements, the carrying amount of the
investment is reset to zero and the share of any further losses is recognised under “Provisions
for liabilities and charges”, to the extent to which the Group is contractually or implicitly
obligated to cover the losses;
-
the margins resulting from sales carried out by subsidiaries to joint ventures or associates
which are eliminated only to the extent of the ownership stake in the acquiring company.
483
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
3.
ADOPTED ACCOUNTING STANDARDS
Pursuant to Regulation No. 1606 issued by the European Parliament and the European Council in
July 2002, these Consolidated Financial Statements of the Pirelli & C. Group have been prepared in
accordance with the IFRS international accounting standards in force, issued by the International
Accounting Standards Board (“IASB”) and approved by the European Union as of December 31,
2023, as well as with the provisions issued in the implementation of Article 9 of Legislative Decree
No. 38/2005. The terms IFRS and IAS refer to the IFRS and IAS international accounting standards
in force, issued by the International Accounting Standards Board (“IASB”) and approved by the
European Union as of December 31, 2023, and all the interpretations of the International Financial
Reporting Interpretations Committee (“IFRIC”), formerly known as the Standing Interpretations
Committee (“SIC”).
The Consolidated Financial Statements have been prepared using the historical costs method, with
the exception of the following items which have been measured at fair value:
- derivative financial instruments;
- pension fund assets;
- other financial assets at fair value through Other Comprehensive Income;
- other financial assets at fair value through the Income Statement.
Business Combinations
Business acquisitions are accounted for using the acquisition method.
When a controlling interest in a company is acquired, goodwill is calculated as the difference
between:
-
the fair value of the consideration plus any non-controlling interests in the acquired company,
measured at fair value (if this option is chosen for the acquisition in question) or in proportion to
the investment stake held by the non-controlling interest in the net assets of the acquired
company;
-
the fair value of the assets acquired and the liabilities assumed.
In cases where the aforesaid difference is negative, the difference is immediately recognised in the
Income Statement under income.
In the case of the acquisition of the control of a company in which a non-controlling interest is already
held (acquisition in phases - step acquisition), the previously held investment is measured at fair
value, and the effects of this adjustment is recognised in the Income Statement.
484
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The costs of business combination operations are recognised in the Income Statement.
Contingent considerations, that is, the obligations of the acquiring company to transfer additional
assets or shares to the seller in cases if certain future events occur, or specific conditions are fulfilled,
are recognised at fair value at the acquisition date as part of the amount transferred in exchange for
the acquisition itself. Any subsequent changes in the fair value of these agreements are recognised
in the Income Statement.
Intangible assets
Intangible assets refer to assets without an identifiable physical form, which are controlled by the
Group and are capable of producing future economic benefits.
Intangible assets with finite useful lives are measured at cost, net of amortisation and net of any
accumulated impairment and include costs for services provided by third parties.
Amortisation is calculated on a straight-line basis and begins when the asset becomes available for
use or is capable of operating in the manner intended by management, and ceases on the date when
the asset is classified as held for sale or is eliminated from the accounts.
Capital gains and capital losses arising from the divestment or disposal of an intangible asset are
determined as the difference between the net proceeds from disposal and the carrying amount of
the asset.
Goodwill
Goodwill is an intangible asset with an indefinite useful life and is therefore not subject to
amortisation. Goodwill is subject to an evaluation aimed at identifying any impairment, at least
annually or whenever there are indicators of impairment.
Trademarks and Licenses
Trademarks and licenses for which the conditions for classification as intangible assets with an
indefinite useful life have not been met, are measured at cost, net of amortisation and net of any
accumulated impairment. This cost is amortised for whichever period is shorter between, the
contractual duration and the useful life of the asset. Instead, the trademarks for which the conditions
for classification as intangible assets with an indefinite useful life have been met, are not
systematically amortised, and are subjected to an impairment test at least once a year.
485
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Software
Software license costs, including incidental expenses, are capitalised and recorded in the Financial
Statements net of amortisation and net of any accumulated impairment. Software is amortised on
the basis of its useful life.
Software as a service (“SaaS”), for which the Group does not control the underlying software, but
only holds the right to access the software on a third-party cloud infrastructure, is not capitalised.
Customer Relationships
Customer relationships mainly refer to intangible assets acquired in a business combination, and are
recognised in the Financial Statements at their fair value at the purchase date, and amortised on the
basis of their useful life.
Technology
The value of Technology refers mainly to product, process and product development technology
acquired in a business combination. It is recognised in the Financial Statements at fair value at the
date of acquisition, and is amortised on the basis of its useful life.
Research and Development Costs
Research costs refer to product innovation, innovation in production processes and research into
new materials. These are expensed as they are incurred. There were no product development costs
that satisfied the requisites for capitalisation as provided for by IAS 38.
Owned Tangible Assets
Property, plant and equipment are recognised at their purchase cost or production cost, including
any directly attributable incidental expenses.
Any costs incurred subsequent to the acquisition the assets and any cost for replacing any parts or
portions of the assets recognised in this category, are capitalised only if they increase the future
financial benefits inherent to the respective asset. All other costs are recognised in the Income
Statement as they are incurred. When the cost of replacing any parts or portions of the asset is
capitalised, the residual value of the replaced parts is recognised in the Income Statement.
486
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Property, plant and equipment are measured at cost, net of depreciation and net of any accumulated
impairment, except for land which is not depreciated but is valued at cost net of any accumulated
impairment.
Depreciation is accounted for starting from the month in which the asset is available for use, or is
potentially capable of providing the financial benefits associated with it.
Depreciation is recognised on a monthly straight-line basis at rates that allow assets to be
depreciated until the end of their useful life or, in the case of disposals, until the last month of use.
Depreciation rates were as follows:
Buildings
Plants
Machinery
Equipment
Office equipment
Furniture
Motor vehicles
3% - 10%
7% - 20%
5% - 20%
10% - 33%
25% - 50%
10% - 33%
10% - 25%
The Group annually revises the expected useful life of property, plant and equipment.
Leasehold improvements are classified as tangible assets, consistent with the nature of the cost
incurred. The depreciation period corresponds to whichever is shorter between the remaining useful
life of the tangible asset and the remaining duration of the lease contract.
Spare parts of significant value are capitalised and depreciated on the basis of the useful life of the
respective asset.
Any decommissioning costs are estimated and added to the cost of property, plant and equipment
as a counter-entry to a provision for liabilities and charges, if the requirements for a provision for
liabilities and charges are met. They are then depreciated for the duration of the remaining useful
life of the respective asset.
Property, plant and equipment are de-recognised from the Statement of Financial Position at the
time of their disposal or their permanent retirement from use and, as a consequence, no future
financial benefits can be expected to be derived from their disposal or use.
Any capital gains or capital losses arising from the divestment or disposal of property, plant and
equipment are determined as the difference between the net proceeds from disposal, and the
carrying amount of the asset.
487
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Property, plant and equipment in progress are recognised at cost, net of any impairment. When
property, plant and equipment in progress are ready for use, they are reclassified to the relevant
category, and begin to be depreciated based on the basis of their useful Group lives.
Right of Use
As of the date on which the assets which are the subject of a lease contract become available for
use by the Group, lease contracts are accounted for as a right of use under non-current assets with
a counter-entry under financial liabilities.
The cost of lease payments is separated into its components as a financial expense which is
recognised in the Income Statement for the period of the duration of the contract and as the
repayment of the principal which is recorded as a reduction of the financial liability.
The right of use is depreciated on a monthly straight-line basis, for whichever period is shorter,
between the useful life of the asset and the duration of the contract.
Right of use and financial liabilities are initially measured at the present value of future payments.
The present value of financial liabilities for lease contracts includes the following payments:
-
-
-
-
fixed payments;
variable payments based on an index or rate;
the exercise price of a redemption option, in the event that the exercise of the option is
considered reasonably certain;
the payment of penalties for the termination of the contract, if the exercise of the option to
terminate the contract is considered reasonably certain;
- optional payments subsequent to the non-cancellable period, if the extension of the contract
beyond the non-cancellable period is considered reasonably certain.
Future payments are discounted using the incremental borrowing rate. This rate consists of the risk-
free rate of the country in which the contract is negotiated and is based on the duration of the
contract. It is then adjusted according to the Group’s credit spread and the local credit spread.
The right is use is valuated at cost, and is composed of the following elements:
-
initial amount of the financial liability;
- payments made before the start of the contract net of the leasing incentives received;
- directly attributable incidental expenses;
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Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
- estimated costs for decommissioning or restatement.
Lease payments associated with the following types of lease contracts are recorded in the Income
Statement on a linear basis for the duration of the respective contracts:
-
-
-
contracts with a duration of less than twelve months for all asset classes;
contracts for which the underlying asset is configured as a low-value asset, that is, the unit
value of the underlying assets is not greater than euro 8 thousand when new;
contracts for which the payment for the right of use of the underlying asset varies, according
to changes in the facts or circumstances (not based on an index or a rate), that were not
foreseeable at the start date.
Low-value contracts are mainly relative to the following categories of goods:
-
computers, telephones and tablets;
- office and multi-function printers;
- other electronic devices.
Impairment of Assets
Property, Plant and Equipment, Intangible Assets and Right of Use
In the presence of specific indicators of impairment, and at least on an annual basis, intangible
assets with an indefinite useful life including goodwill, property, plant and equipment, intangible
assets and right of use are subject to an impairment test.
The test consists of an estimate of the recoverable amount for the asset, compared to its carrying
amount.
The recoverable amount of an asset corresponds to the higher amount between the fair value less
the costs of sale, and the value in use.
It is not necessary to estimate both amounts in order to verify the absence of any impairment, as it
is sufficient that one of the two configured amounts is higher than the carrying amount.
The value in use for property plant and equipment and intangible assets, is the present value of the
estimated future cash flows originating from the use of the asset, plus those deriving from its disposal
at the end of its useful life, net of taxes and the application of a discount rate, which reflects the
current market assessment of the time-value of money and the risks specific to the asset.
489
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
For the right of use, the value in use is the present value of the estimated future cash flows originating
from the right of use for the period of duration of the lease contract, and of the outgoing right of use
which is to be replaced in accordance with the terms of the lease contract (for example, the cost of
acquiring an asset to replace the one that is leased).
If the recoverable amount of an asset is lower than the carrying amount, the latter is reduced and
adjusted to the recoverable amount. This reduction in value constitutes an impairment which is then
recorded in the Income Statement.
For the purpose of assessing any impairment, assets are aggregated at the lowest level at which
their independent cash flows are separately identifiable (cash generating units).
With specific reference to goodwill, for the purpose of the impairment test, the allocation is made at
“Consumer Activities” CGU Group level. The latter represents the minimum level at which goodwill
is monitored for internal management control purposes.
In the presence of indications that any impairment recognised in previous financial years for property,
plant and equipment or intangible assets other than goodwill or right of use, may no longer exist or
may have been reduced, the recoverable amount for the activity is estimated again, and if it results
as higher than the net carrying amount, then the net carrying amount is increased to the recoverable
amount.
The restatement of a value must not exceed the carrying amount that would have been determined
(net of impairment, depreciation or amortisation) had no impairment been detected in previous
financial years.
The restatement of the value of an asset other than goodwill is recognised in the Income Statement.
An impairment which has been detected for goodwill cannot be restated in subsequent financial
years.
A loss due to the impairment of goodwill recorded in the interim (half-yearly) financial statements,
cannot be restated in the Income Statement in subsequent financial years.
Investments in Associates and Joint Ventures
Following the application of the equity method, in the presence of impairment indicators, the value
of investments in associates and joint ventures must be compared with the recoverable value (the
so-called impairment test). The recoverable amount corresponds to the higher amount between the
fair value minus the selling costs, and the value in use.
For the purposes of impairment testing, the fair value of an investment in an associate or joint venture
which has shares listed on an active share market, is always equal to its market value. In the case
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Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
of investments in unlisted companies, the fair value is determined by resorting to estimates based
on the best available information.
For the purposes of determining the value in use of an associate or joint venture, an estimate is
made of the discounted future net operating cash flows, net of the net financial position of the
company in question, at the date of the estimate (the so-called Discounted Cash Flow - Asset Side
method).
If there are indications that an impairment recognised in previous years may no longer exist or may
have decreased, the recoverable amount of the investment is re-estimated and, if it is higher than
the value of the investment, the latter is increased to the recoverable amount.
The restatement of a value may not exceed the value of the investment that would have been
determined (net of impairment), had no impairment been recognised in previous financial years.
The restatement of the value of investments in associates and joint ventures is recognised in the
Income Statement.
Other Financial Assets at Fair Value through Other Comprehensive Income (FVOCI)
The equity instruments for which the Group - at the time of their initial detection - exercised the
irrevocable option to present the gains and losses arising from the changes in their fair value in
equity (FVOCI), fall under this evaluation category, as these are financial assets that do not belong
to the Group’s usual activity. They are classified as non-current assets under the item “Other financial
assets at fair value through Other Comprehensive Income”.
They are initially recognised at fair value, including the transaction costs directly attributable to the
acquisition.
They are subsequently measured at their fair value, and any gains and losses arising from any
changes in their fair value are recognised in a specific equity reserve. These reserves are not
reversed to the Income Statement. In the event of the disposal of the financial asset, the amount
suspended in equity is reclassified to retained earnings.
The dividends resulting from these financial assets are recognised in the Income Statement, when
the right to collect is established.
Other Financial Assets at Fair Value through the Income Statement (FVPL)
The items which fall under this evaluative category are:
equity instruments for which the Group - at the time of their initial detection - did not exercise
the irrevocable option to present the gains and losses arising from the changes in their fair
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value, in equity. They are classified as non-current assets under the item “Other financial
assets at fair value through the Income Statement”;
debt instruments, for which the Group’s asset management business model provides that the
sale of the debt instruments and the cash flows associated with the financial asset, represent
the payment of the outstanding principal. They are classified as current assets under the item
“Other financial assets at fair value through the Income Statement”;
debt instruments for which the fair value option has been exercised to eliminate an
accounting mismatch;
derivative instruments, with the exception of those designated as hedging instruments.
These are initially recognised at fair value. Transaction costs directly attributable to their acquisition
are recognised in the Income Statement.
They are subsequently measured at fair value, and any gains or losses arising from any changes in
their fair value are recognised in the Income Statement.
Inventories
Warehouse inventories are valued at whichever is lower, between their cost and their presumed
realisable value.
The cost is calculated using the FIFO method, and in the case of finished and semi-finished products,
in addition to the costs of materials, the direct costs of labour as well as indirect costs, are also
included.
The cost of inventories also includes the transfer from Other Comprehensive Income, of the gains
and losses arising from qualified cash flow hedging transactions related to the purchase of raw
materials, typically natural rubber.
The cost is increased by incremental expenses, in the same way as described for property, plant
and equipment.
Their realisable value represents the estimated selling price, net of all costs estimated for the
completion of the asset and any sales and distribution costs that will be incurred.
Provisions for the impairment of inventories considered to be obsolete or slow-moving, are calculated
by taking their estimated future use and their realisable value into account.
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Receivables
Receivables are initially recorded at their fair value, which normally corresponds to the agreed
consideration or to the present value of the amount that will be collected. They are subsequently
measured at amortised cost, which is reduced in the case of impairment. Amortised cost is calculated
by using the effective interest rate method, which is equivalent to the discount rate which, when
applied to future cash flows, renders the present carrying amount of such cash flows equal to the
initial fair value. Receivables, in currencies other than the functional currency, of the individual
companies, are adjusted to the period-end exchange rates with a counter-entry in the Income
Statement.
Receivables are de-recognised when the right to receive cash flows is extinguished, when all the
risks and benefits connected with holding the receivable have essentially been transferred, or in
cases when the receivable is considered definitively irrecoverable after all the necessary recovery
procedures have been completed.
Impairment of Receivables
For trade receivables, the Group applies a simplified approach, by calculating the expected losses
over the life of receivables from the moment of initial recognition. The Group uses a matrix based on
historical experience, linked to the ageing of the receivables themselves and the credit rating of the
customers, adjusted to take into account forecast factors specific to certain creditors. Trade
receivables are grouped on the basis of similar risk characteristics. This grouping is based on the
original credit maturity date and on the customer’s credit rating, as attributed by independent market
assessors. For financial receivables, the calculation of the impairment is made with reference to
expected losses for the next twelve months. These calculations are based on a matrix which includes
the credit ratings of customers provided by independent assessors. In the event of any significant
increase in credit risk subsequent to the original date of the receivable, the expected loss is
calculated for the entire life of the receivable. The Group assumes that the credit risk of a financial
instrument has not increased significantly after its initial recognition, if it is determined that the
financial instrument has a low credit risk at the reporting date of the financial statements. The Group
assesses whether there has been a significant increase in credit risk when the customer’s credit
rating, as attributed by independent assessors, undergoes a change that shows an increase in the
probability of default. The Group considers that a financial asset is in default when internal or external
information indicates that it is improbable that the Group will receive the full expired contractual
amount (for example, when receivables have been referred to the legal department).
Payables
Payables are initially recorded at their fair value, which normally corresponds to the agreed
consideration or to the present value of the amount that will be paid. They are subsequently
measured at the amortised cost. Amortised cost is calculated by using the effective interest rate
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method, which is equivalent to the discount rate which, when applied to future cash flows, renders
the present carrying amount of such cash flows equal to the initial fair value. Payables, in currencies
other than the functional currency, of the individual companies are adjusted to the period-end
exchange rates with a counter-entry in the Income Statement.
Payables are de-recognised from Financial Statements when the specific contractual obligation is
extinguished. In the event of a change in a financial liability that does not entail its de-recognition,
the gain or loss resulting from the change is calculated by discounting the change in the contractual
cash flows using the original effective interest rate, and is immediately recognised in the Income
Statement.
The fair value of the debt component of a convertible bond is equal to the fair value of a liability
issued on substantially equivalent market terms, without the right of conversion.
This component is subsequently measured at the amortised cost until its extinguishment, at the time
of conversion or until the maturity of the bonds. The residual portion, up to the value equal to the
amount collected, is recognised as a component of equity. Issuance costs are allocated
proportionally to the debt component and to the equity component.
Cash and Cash Equivalents
Cash and cash equivalents include bank deposits, postal deposits, money and valuables on hand
and other forms of short-term investment, with an original maturity date that is equal to or less than
three months, and which are readily convertible into a given amount of money, and are subject to an
insignificant risk of change in value.
Overdrafts are classified under financial payables as current liabilities.
The amounts included in cash and cash equivalents are measured at their fair value and any relative
changes are recognised in the Income Statement.
For the purposes of their representation in the Consolidated Statement of Cash Flow, cash and cash
equivalents are represented by the liquid assets as defined previously, net of current account
overdrafts.
Contingent Assets
Any contingent assets, which arise as a result of past events and whose realisation depends on the
occurrence or non-occurrence of unforeseeable future events, are not recognised in the financial
statements unless the realisation of revenue is virtually certain.
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Contingent Liabilities
Contingent liabilities, that is, contingent or present obligations that are not probable or cannot be
reliably measured, are not recognised in the Financial Statements but are given disclosure, unless
the possibility of an outflow of economic resources is remote.
Provisions for Liabilities and Charges
The provisions for liabilities and charges include the provisions for current obligations (legal or
implicit) arising from a past event, for the fulfilment of which it is probable that an outflow of resources
will be required, the amount of which can be reliably estimated. Changes in estimates are recognised
in the Income Statement for the financial year in which the change occurs. If the effect of discounting
is significant, provisions are stated at their present value. A provision for restructuring is only
recognised if, in addition to meeting the requisite conditions for the accrual of a provision for liabilities
and charges, there exists a detailed formal plan for the restructuring, and the third parties involved
have a valid expectation that the restructuring will be realised.
Employee Benefits
Employee benefits paid after the termination of the employment relationship under defined benefit
plans and other long-term benefits are subject to actuarial evaluations. The liability recognised in the
Financial Statements is representative of the present value of the Group’s obligation, net of the fair
value of any plan assets. For defined benefit plans, the actuarial gains and losses arising from
adjustments based on past experience and from any changes in the actuarial assumptions, are fully
recognised under Other Comprehensive Income. For other long-term benefits, the actuarial gains
and losses are immediately recognised in the Income Statement.
The provision for employees’ leaving indemnities (TFR) for Italian companies with at least 50
employees, is considered a defined benefit plan only for the amounts accrued prior to January 1,
2007 (and not yet paid at the reporting date), while amounts accrued after that date qualify as a
defined benefit plan.
The net interest calculated on net liabilities is classified under financial expenses.
Costs relative to the defined contribution plans are recognised in the Income Statement as they are
incurred.
In the event that the plan assets of defined benefits outweigh the liabilities, the asset is recognised
to the extent that the financial benefit, in the form of a reimbursement or a reduction in future
contributions, and is available to the Group in accordance with the regulations of the plan itself, and
pursuant to the provisions in force in the jurisdiction in which the plan operates.
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In the case of the purchase of qualifying insurance policies through the use of plan assets, any
additional contributions requested by the insurance company are recognised under Other
Comprehensive Income.
Insurance policies are recognised in the Financial Statements as plan assets, and are measured on
the same basis as the liabilities to which they refer.
Derivative Financial Instruments designated as Hedging Instruments
In accordance with the provisions of IFRS 9, derivative financial instruments are accounted for in
accordance with the methods established for hedge accounting only when:
-
the hedged items and the hedging instruments meet the eligibility requirements;
- at the beginning of the hedging relationship, there is the formal designation and
documentation of the hedging relationship of the Group's objectives for the management of
risk, and of the strategy for implementing the hedge cover;
-
the hedging relationship meets all the following efficiency requirements:
o
o
o
there is a financial relationship between the hedged item and the hedging instrument;
the effect of credit risk is not dominant compared to any changes associated with the
hedged risk;
the hedge ratio defined in the hedging relationship is respected, also by way of
rebalancing measures, and is coherent with the risk management strategy adopted
by the Group.
These derivative instruments are measured at fair value.
The following accounting treatments are applied on the basis of the type of coverage:
- Fair value hedge - if a derivative financial instrument is designated as a hedge against exposure
to any changes in the fair value of an asset or liability attributable to a specific risk, the gain or
loss arising from any subsequent changes in the fair value of the hedging instrument is
recognised in the Income Statement. For the portion attributable to the hedged risk, the gain or
loss on the hedged item modifies the carrying amount of that asset or liability (basis adjustment),
and it too is recognised in the Income Statement;
- Cash flow hedge - if a derivative financial instrument is designated as a hedge against exposure
to the variability of the cash flows of an asset or liability recognised in the Financial Statements,
or against a highly probable future transaction, the effective portion of the change in the fair value
of the hedging instrument is recognised directly under Other Comprehensive Income, while the
ineffective portion is immediately recognised in the Income Statement. The amounts recognised
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directly under Other Comprehensive Income are reclassified to the Income Statement for the
financial year in which the hedged item produces an effect on the Income Statement. If the hedge
of a highly probable future transaction subsequently results in the recognition of a non-financial
asset or non-financial liability, the amounts that are suspended under Other Comprehensive
Income are included in the initial value of the non-financial asset or non-financial liability.
When future transactions are hedged by forward contracts, the Group may designate to hedge
accounting:
-
-
the full fair value (including forward points): the effective portion of the changes in the fair
value of the entire derivative instrument is recognised under Other Comprehensive
Income (cash flow hedge reserve);
the single spot component (excluding forward points): the effective portion of the changes
in the fair value of the single spot component, is recognised under Other Comprehensive
Income in the cash flow hedge reserve, while change in the forward points relative to the
hedged item is recorded in the cost of hedging reserve, always under Other
Comprehensive Income.
When a hedging instrument reaches maturity or is disposed of, terminated early, exercised, or no
longer meets the conditions to be designated as a hedging instrument, hedge accounting is
discontinued. The fair value adjustments accumulated in Other Comprehensive Income (both in the
cash flow hedge reserve and in the cost of hedging reserve) remain suspended in Other
Comprehensive Income until the hedged item manifests its effects in the Income Statement. They
are subsequently reclassified to the Income Statement, for the financial years during which the
acquired asset or the assumed liability manifests an effect on the Income Statement. If it is expected
that the hedged item will not generate any effect on the Income Statement, the fair value adjustments
accumulated under Other Comprehensive Income (both in the cash flow hedge reserve and in the
cost of hedging reserve) are immediately recognised in the Income Statement. For the derivative
instruments that do not satisfy the requisites provided for by IFRS 9 for the adoption of hedge
accounting, reference should be made to the paragraph “Financial assets at fair value through the
Income Statement”. The acquisitions and sales of derivative financial instruments are recorded at
the settlement date.
The hedging of net investments in foreign assets (net investment hedges) is accounted for in a
similar manner to cash flow hedges.
Gains or losses on the hedging instrument relative to the effective portion of the hedge are
recognised in Other Comprehensive Income, while those relative to the ineffective portion are
immediately recognised in the Income Statement.
Gains and losses accumulated in Other Comprehensive Income are reclassified to the Income
Statement when the foreign operation is disposed of in whole or in part.
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Determination of the fair value of financial instruments
Financial instruments measured at fair value are classified on the basis of the hierarchy of levels as
provided for by IFRS 13, which reflects the significance of the inputs used in determining their fair
value. The levels are defined as follows:
-
-
level 1 – unadjusted prices quoted on an active market for assets or liabilities subject to
evaluation;
level 2 – inputs other than the quoted prices referred to in the previous point, which are
observable on the market either directly (as in the case of prices), or indirectly (because they are
derived from prices);
-
level 3 - inputs that are not based on observable market data.
The fair value of financial instruments that are traded on active markets is based on prices published
at the reporting date of the Financial Statements. The market prices used for financial assets are the
bid price, while for financial liabilities they are the ask price.
The fair value of financial instruments that are not traded on active markets is determined by using
evaluation techniques that are prevalent in the financial sector, and that maximise the use of
available and observable market data:
- market prices for similar instruments;
-
-
-
-
-
the fair value of interest rate swaps is calculated by discounting estimated future cash flows
based on observable yield curves;
the fair value of foreign exchange derivatives (forward contracts) is determined by using the
forward exchange rate at the reporting date of the Financial Statements;
the fair value of cross currency interest rate swaps is calculated by discounting the estimated
future cash flows based on observable yield curves and converting them into euro using the
exchange rate at the reporting date of the Financial Statements;
the fair value of natural rubber futures is determined by using the closing price of the contract at
the reporting date of the Financial Statements;
the fair value of unlisted equity securities classified in level 3 of the fair value hierarchy, is mainly
determined on the basis of data from the most recent available financial statements.
Income Taxes
Current taxes are determined on the basis of a realistic forecast of the taxes to be paid in the
application of the country’s prevailing tax regulations.
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The Group periodically evaluates the choices it has made when determining taxes with reference to
situations where the tax legislation in force lends itself to interpretation, and if deemed appropriate,
adjusts its exposure to the tax authorities on the basis of the taxes it expects to pay. Any interest
and penalties accrued on these taxes are recognised under Income tax in the Income Statement.
Deferred taxes are calculated according to the temporary differences which exist between the asset
and liability amounts in the Financial Statements and their tax value (global allocation method), and
are classified under non-current assets and liabilities.
Deferred tax assets on tax losses carried forward, as well as on temporary differences, are only
recognised when there is a likelihood of future recovery.
Current and deferred tax assets and liabilities are offset when income taxes are applied by the same
tax authority and when there is a legal right to offset. Deferred tax assets and liabilities are
determined at the tax rates that are expected to be applicable to taxable income in the respective
jurisdictions of the countries in which the Group operates, for the financial years during which the
temporary differences will arise or be extinguished.
With regard to temporary taxable differences associated with investments in subsidiaries, associates
and joint ventures, the relative deferred tax liabilities are not recognised in cases where the investing
entity is able to control the reversal of the temporary differences and it is likely that it will not occur
in the foreseeable future.
Deferred taxes are not discounted.
Deferred tax assets and liabilities are credited or debited to Other Comprehensive Income if they
refer to items that were credited or debited directly to under Other Comprehensive Income during
the financial year or during previous financial years.
Indirect Taxes
Costs, revenues, assets and liabilities are recognised net of indirect taxes, such as value added tax,
with the following exceptions:
the tax is non-deductible: in which case it is recognised as part of the purchase cost of the asset
or part of the cost recognised in the Income Statement;
trade receivables and trade payables, which include the applicable indirect tax.
The net amount of indirect taxes to be recovered or paid is recognised under the items other
receivables or other payables, respectively.
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Equity
Treasury Shares
Treasury shares are classified as a reduction to equity.
If they are sold, reissued or cancelled, the resulting earnings or losses are recognised under equity.
Costs of Capital Transactions
Costs that are directly attributable to the capital transactions of the Parent Company are accounted
for as a reduction to equity.
Share Based Payments (Cash Settled)
Additional cash settled benefits granted to some of the Group’s executives are recognised under
Provisions for employee benefit obligations as a counter-entry to “Personnel expenses”. This cost is
estimated to be equal to the fair value and is accounted for over the duration of the plan in
accordance with the vesting conditions at the reporting date. The estimate is revised at each
reporting date up until the settlement date.
Recognition of Revenues
Revenues are recognised in the amount that reflects the consideration to which the Group believes
it is entitled to, in exchange for the transfer of goods and/or services to its customers. The variable
considerations that the Group considers to be payable to direct or indirect customers are recognised
as a reduction to revenues.
The Group generally acts as the principal for most for most of the agreements that generate
revenues. However, there are contracts with customers in which the Group acts as an agent and
these revenues are recognised net of costs incurred under the commercial agreements.
Product Sales
Revenues from product sales are recognised when the performance obligations towards customers
have been satisfied. A performance obligation is deemed to have been fulfilled when the control of
goods has been transferred to the customer, that is, generally when the goods are delivered to the
customer.
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If the products are ready to be delivered, but delivery is postponed to a future date, sales revenues
are recognised only if control of the products has been transferred to the customer. Control is
considered to have been transferred to the customer when the following conditions have been met:
the reasons for delivering at a future date are real (for example: the customer has requested
delivery at a future date in writing);
the products in the warehouse are separately identified as being owned by the customer;
the products are ready to be physically delivered to the customer;
it is not possible for the Group to use the product or to deliver it to other customers.
Retrospective discounts are applied to product sales, based on the achievement of the objectives
defined within commercial agreements. Sales revenues are recognised net of these discounts, which
are estimated on the basis of historical experience using the expected value method, and for
amounts which are not expected to be reversed. They are also recognised net of the return of goods
received.
Sales do not include a financial component, in that the average terms of payment applied to
customers fall within the standard commercial terms for the country in which the sales occur.
Provision of Services
Revenues from services rendered are recognised when the rendered service has been completed,
or based on the stage of completion of the service, at the reporting date.
Royalties
Royalties are recognised over time on an accrual basis, according to the provisions of the relevant
agreement which provides for the transfer to the customer of the right of access to the intellectual
property. The amounts for royalties are estimated using the output method. Royalties invoiced for
each period directly correlate with the value transferred to the customer.
Financial Income and Expenses
Financial income and expenses are recognised on an accrual basis.
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Dividends
Dividends are recognised when the right to collect is established, which normally corresponds to a
resolution approved by the Shareholders for the distribution of dividends.
Government Grants
Government grants are recognised on an accrual basis in relation to costs incurred when there is a
formal resolution which approves the grant, and when the right to the grant is assured, as it is
reasonably certain that the Group will comply with the conditions for obtaining the grant, and that the
grant will be received.
Government capital grants are recognised as deferred income under “other payables” and classified
as current or non-current for the long-term and short-term portion of these grants, respectively.
Deferred income is then recognised under “other income” in the Income Statement on a straight-line
basis, over the useful life of the asset to which the grant relates.
Government grants are recognised in the Income Statement under “other income”, with the exception
of support programmes aimed at offsetting costs (e.g., grants to mitigate energy costs), which are
recognised as a deduction from the related cost.
Earnings/(Losses) per Share
Earnings/(losses) per share - basic: basic earnings/(losses) per share are calculated by dividing the
net income/(loss) attributable to the Group by the weighted average number of ordinary shares
outstanding during the financial year, excluding treasury shares.
Earnings/(losses) per share - diluted: diluted earnings/(losses) per share are calculated by dividing
the net income/(loss) attributable to the Group by the weighted average number of ordinary shares
outstanding during the financial year, excluding treasury shares. For the purposes of calculating
diluted earnings/(losses) per share, the weighted average number of shares outstanding is adjusted
by assuming the exercise by all assignees of the rights, which could potentially have a dilutive effect,
while the Group’s net income/(loss) is adjusted to take into account any effects, net of taxes, of the
exercise of these rights.
Operating Segments
The operating segment is one part of the Group that engages in business activities that generate
revenues and costs, the operating results of which are periodically reviewed by the Chief Executive
Officer, in his role as Chief Operating Decision Maker (CODM), for the purposes of taking decisions
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on the resources to be allocated to the segment, and the evaluation of the results for which financial
information is made available.
The activity carried out by the Group is identifiable as a single operating “Consumer Activities”
segment.
Transactions in Foreign Currency
Transactions in a foreign currency are recorded at the prevailing exchange rates on the date of the
transaction. Monetary assets and liabilities in foreign currencies are translated at the prevailing
exchange rates at the reporting date. Exchange rate differences arising from the extinguishment of
monetary items or their translation at exchange rates which are different than those of their initial
recognition for the financial year, or different to those at the end of the previous financial year, are
recognised in the Income Statement.
If the conditions for the designation of inter-company monetary items such as “Net Investment in
Foreign Operations” are met, the translation differences from foreign exchange rates, starting from
the date of the designation, are recognised directly in the Consolidated Statement of Comprehensive
Income.
Accounting Standards for Hyperinflationary Countries
Companies, operating in countries where the cumulative inflation rate over a three-year period
approximates or exceeds 100%, adopt inflation accounting and discontinue it in the event that the
cumulative inflation rate over a three-year period falls below 100%.
Group companies operating in hyperinflationary countries, restate the values for the non-monetary
assets and liabilities present in their respective original Financial Statements, in order to eliminate
the distorting effects caused by the loss of purchasing power of the currency, with a counter-entry
under financial income/(expenses).
The inflation rate used to implement hyperinflation accounting corresponds to the consumer price
index.
Gains or losses on the net monetary position are recognised in the Income Statement.
The financial statements prepared in currencies other than the euro of the Group companies
operating in hyperinflationary countries, are translated into euro by applying the period-end
exchange rates to the items of both the Statement of Financial Position and the Income Statement.
During the course of the third quarter of 2018, the inflation rate accumulated over the preceding
three-year period in Argentina exceeded 100%. This, together with other characteristics of the
country’s economy, prompted the Group to adopt, as of July 1, 2018, the accounting standard IAS
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29 - Financial Reporting in Hyperinflationary Economies for the Argentine subsidiary Pirelli
Neumaticos S.A.I.C. The same accounting standard was applied, commencing December 15, 2022,
to the newly formed Argentine subsidiary Latam Servicios Industriales S.A.
During the course of the second quarter of 2022, the inflation rate accumulated over the preceding
three year-period in Turkey exceeded 100%. This, together with other characteristics of the country’s
economy, prompted the Group to adopt, as of June 30, 2022, the accounting standard IAS 29 -
Financial Reporting in Hyperinflationary Economies for the Turkish subsidiaries Pirelli Otomobil
Lastikleri A.S. and Pirelli Lastikleri Dis Ticaret A.S.
Environmental Certificates and Contracts for the Supply of Energy
In some European countries, the Group receives greenhouse gas emission allowances free of
charge, consistent with the provisions of the European Emission Trading Schemes. These
allowances are received on an annual basis and must be delivered to the relevant national authority
on the basis of the actual emissions produced in the country.
If the allowances received free of charge are not sufficient to cover the actual emissions produced
in the country, the Group purchases the shortfall in allowances which are recognised at cost under
deferred assets.
Costs associated with greenhouse gas emissions are recognised on an accrual basis, in proportion
to the emissions produced in the relevant country during the same financial year, and are recognised
under other costs with a provision for liabilities and charges as the counter-entry.
Deferred assets corresponding to the purchased certificates are eliminated with a counter-entry for
the reduction of the provision for liabilities and charges, when the certificates are delivered to the
competent authority.
The Group also purchases renewable energy certificates of differing types depending on the
regulations applicable in the country of consumption, (for example, Guarantees of Origin – GO in the
European Union, Renewable Energy Certificates – REC in the United States, Renewable Energy
Guarantee of Origin - REGO in the United Kingdom, International Renewable Energy Certificates -
IREC in the remaining countries where Pirelli operates), which are instruments that certify the
renewable origin of the electrical energy sources, to offset the electricity consumption of the Group’s
companies. The relative associated cost is recognised under other costs.
With reference to electrical energy supply contracts, the Group holds the option to fix the purchase
price for predefined periods (monthly, quarterly, yearly). The purpose of these contracts is to meet
Pirelli’s energy purchasing needs and therefore these contracts are not within the scope of IFRS 9.
The purchase cost of energy is recognised in the Income Statement on an accrual basis, including
the cost for the Guarantee of Origin certificates for the purchased energy.
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3.1 Approved Accounting Standards and Interpretations in Force as of January 1, 2023
Pursuant to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, the IFRS
standards which entered into force on January 1, 2023, were as follows:
Amendments to IAS 1 - Presentation of Financial Statements and IFRS Practice Statement 2:
Disclosure of Accounting Policies
These amendments provide guidance on the application of materiality judgements to accounting
standard disclosures in a way that is more useful; particularly:
the requirement to disclose “significant” accounting standards has been replaced with the
requirement to disclose “material” accounting standards;
a guidance has been added on how to apply the concept of materiality to accounting
standard disclosures.
In assessing the materiality of accounting policy disclosures, an entity must also take into
account, the size of the transactions, other events or conditions and their nature. These
amendments had no impact on the disclosures provided on the accounting standards applied to
the Group’s Consolidated Financial Statements.
Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
These amendments introduce a new definition for “accounting estimates”, by distinguishing them
more clearly from accounting policies, and provide guidance for determining whether changes
should be treated as changes in estimates, changes in accounting standards or errors. There
were no impacts on the Group’s Consolidated Financial Statements.
Amendments to IAS 12 - Income Taxes - Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
These amendments eliminate the possibility of not recognising deferred taxes at the time of the
initial recognition of transactions that give rise to temporary taxable and deductible differences
(for e.g., lease contracts).
With reference to lease contracts, these amendments also clarify that, when lease payments are
deductible for tax purposes, it is a matter of judgement (after having taken the applicable tax law
into account), whether such deductions are attributable for tax purposes to the lease liability
recognised in the Financial Statements, or to the relative right of use. If the tax deductions are
allocated to the right of use, the tax values of the right of use and the lease liability are the same
as their carrying amounts, and no temporary differences arise at initial recognition. However, if
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tax deductions are allocated to the lease liability, the tax values of the right of use and the lease
liability are zero, giving rise to temporary taxable and deductible differences, respectively. Even
if the gross temporary differences are equal, a deferred tax liability and a deferred tax asset must
nevertheless be recognised. There were no impacts on the Group’s Consolidated Financial
Statements. In Note 13, the table on the composition of deferred taxes, shows the gross amounts
for the offsets carried out pursuant to the accounting standard.
IFRS 17 - Insurance Contracts and Amendments to IFRS 17 - Initial Application of IFRS 17 and
IFRS 9 - Comparative Information
IFRS 17, which replaces IFRS 4 - Insurance Contracts, provides a definition for the accounting
for insurance contracts issued and reinsurance contracts held.
These amendments allow for the elimination of one-off classification differences in comparative
information from the previous financial year, at the time of the initial application of IFRS 17 and
IFRS 9 - Financial Instruments. The optional classification overlay introduced by this amendment
allows the comparative information presented at the initial application of IFRS 17 and IFRS 9, to
be more useful.
There were no impacts on the Group’s Consolidated Financial Statements.
Amendments to IAS 12 - Income Taxes: International Tax Reform - Pillar Two Model Rules
These amendments offer a temporary exemption to the accounting of deferred taxes resulting
from the application of the new tax rules (the so-called “GloBE rules”) of European origin, for the
implementation of the Global Minimum Tax, introduced by the Organisation for Economic Co-
operation and Development (OECD). The OECD published the Pillar Two Model Rules in
December 2021, to ensure that large multinational companies are subjected to a minimum tax
rate of 15%.
The changes provide for:
a temporary exception for the accounting of deferred taxes and for the related disclosure
arising in jurisdictions that apply global tax rules. This will help ensure the consistency of
financial statements, while also facilitating the implementation of the rules; and,
the publication of disclosures which are aimed at helping investors better understand a
company’s exposure to income taxes resulting from the reform, particularly prior to the
entry into force of the legislation that will implement the regulations.
506
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The Group’s Financial Statements at December 31, 2023 make use of the above-mentioned
temporary exception. For these disclosures, reference should be made to Note 38.
3.2 International Accounting Standards and/or Interpretations Issued but not yet in Force in
2023
Pursuant to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors - the new
standards or interpretations that had already been issued, but had not yet entered into force or had
not yet been approved by the European Union at December 31, 2023 and were therefore not
applicable, along with their foreseeable impact on the Consolidated Financial Statements, are
indicated below.
None of these standards and interpretations were adopted in advance by the Group.
Amendments to IAS 1 - Presentation of Financial Statements - Classification of Liabilities as
Current or Non-current
The amendments clarify the criteria to be applied in classifying liabilities as current or non-current
and specify that the classification of a liability is not affected by the probability that settlement of
the liability will be delayed for 12 months following the financial year in which it is incurred. The
Group’s intention to settle liabilities in the short-term, had no impact on their classification. These
amendments, approved by the European Union, are applicable as of January 1, 2024. No
impacts on the classification of financial liabilities are expected as a result of these amendments.
Amendments to IAS 1 — Presentation of Financial Statements - Non-current Liabilities with
Covenants
These amendments specify that the covenants to be complied with after the reporting date do
not affect the classification of debt as current or non-current at the reporting date. Instead, the
amendments require the company to disclose information about such covenants in the Financial
Statements.
These amendments, approved by the European Union, are applicable as of January 1, 2024. No
impacts on the classification of financial liabilities and in terms of disclosure are expected as a
result of these amendments.
Amendments to IFRS 16 - Leases: Lease Liability in a Sale and Leaseback
These amendments specify the requirements for accounting for a sale and leaseback after the
transaction date.
507
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
In particular, in the subsequent valuation of the liability arising from the leasing contract, the
seller-lessee determines the “lease payments” and “revised lease payments” in such a way that
no gain or loss is recognised that relates to the retained right of use.
These amendments, approved by the European Union, are applicable as of January 1, 2024. No
impacts on the Group’s Financial Statements are expected as a result of these amendments.
Amendments to IAS 7 - Statement of Cash Flows and IFRS 7 - Financial Instruments:
Supplementary Information - Supplier Finance Arrangements
These amendments introduce new disclosure requirements to improve the transparency of
information provided on supplier financing arrangements, particularly with regard to the effects
of such arrangements on the entity’s liabilities, cash flows and exposure to liquidity risk.
These amendments, which entered into force on January 1, 2024, have not yet been approved
by the European Union. No impact on the Group’s Financial Statements is expected as a result
of these amendments.
Amendments to IAS 21 - Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
These amendments clarify when a currency is exchangeable for another currency and,
consequently, when it is not. When a currency is not exchangeable for another, these
amendments define how the exchange rate is to be determined. The amendments also specify
the information that must be provided when a currency is not exchangeable.
These amendments, which will enter into force on January 1, 2025, have not yet been approved
by the European Union. The Group is analysing whether the definition of lack of exchangeability
is applicable to the currencies of the subsidiaries included in the scope of consolidation.
4.
FINANCIAL RISK MANAGEMENT POLICIES
The financial risks to which the Group is exposed are mainly related to foreign exchange rate
fluctuations, interest rates fluctuations, the price of financial assets held in portfolio, the ability of its
customers to meet their obligations to the Group (credit risk), and the procurement of financial
resources on the market (liquidity risk).
Financial risk management is an integral part of the management of the Group’s activities, and is
performed centrally in accordance with the guidelines issued by the Finance Department, as part of
the risk management strategies which more generally defined by the Risk Management Committee.
508
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
4.1 Types of Financial Risks
Exchange Rate Risk
The different geographical distribution of the Group’s production and commercial activities entails an
exposure to exchange rate risk, both transactional and translational.
a) Transactional Exchange Rate Risk
This risk is generated by the commercial and financial transactions executed by the individual
companies in currencies other than the functional currency of the company executing the transaction.
Fluctuations in the exchange rate between the time when the commercial/financial relationship
originates and the time when the transaction is finalised (collection/payment), can result in exchange
rate gains or losses.
The Group aims to minimise the impact of transactional risk associated with volatility. In order to
achieve this objective, the Group’s procedures provide that the Operating Units are responsible for
the collection of all information inherent to the positions subject to transactional risk, for which
hedging in the form of forward contracts is entered into with the Group Treasury.
The positions subject to managed exchange rate risk are mainly represented by receivables and
payables in foreign currencies.
The Group Treasury is responsible for hedging the resulting net positions for each currency and, in
accordance with the pre-established guidelines and restrictions, it in turn closes out all risk positions
by negotiating hedging derivative contracts, typically forward contracts, on the market.
For these contracts, the Group did not consider it necessary to activate the hedge accounting option
as provided for by IFRS 9, in that the recognition of the effects, on the Income Statement and on the
Statement of Financial Position, of the hedging strategy for transactional exchange rate risk is in any
case substantially guaranteed, even without the Group availing itself of the aforementioned option.
It should also be noted that, as part of the annual and multi-annual planning process, the Group
formulates exchange rate forecasts for these time periods based on the best information available
on the market. Fluctuations in the exchange rate between the time when the forecast is made, and
the time when the commercial or financial transaction originates, represent the transactional risk for
future transactions.
From time to time the Group evaluates the opportunity to carry out hedging transactions on future
transactions, for which it typically makes use of either forward buy or sell transactions or optional
risk reversal transactions (for example; zero cost collars). If the requirements as provided for by IFRS
9 are met, hedge accounting is activated.
509
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The impacts on the Group’s equity and Income Statement, arising from changes in the exchange
rates calculated on outstanding hedging instruments at December 31, 2023, are described in Note
27, “Derivative Financial Instruments”.
b) Translational Exchange Rate Risk
The Group holds controlling interests in companies that prepare their Financial Statements in
currencies other than the euro, which is the currency used to prepare the Consolidated Financial
Statements. This exposes the Group to translational exchange rate risk, which arises from the
conversion into euro of the assets and liabilities of these subsidiaries. The main exposures to
translational exchange rate risk are constantly monitored. At present, in order to mitigate the
exposure to the risk generated by changes in the fair value of a net investment in a foreign operation,
(or rather, an equity investment in the Brazilian company, Pirelli Comercial de Pneus Brasil Ltda.)
which is recognised in the Financial Statements at historical cost and denominated in Brazilian real
(BRL), a portion of the Brazilian subsidiary’s equity has been hedged.
At December 31, 2023 approximately 33.9% of the total consolidated equity was expressed in euro
(approximately 36.5% at December 31, 2022). The most significant currencies for the Group, in
terms of the absolute value of net assets, other than the euro were the Brazilian real (10.0%; 10.6%
at December 31, 2022), the Turkish lira (0.7%; 0.7%; at December 31, 2022), the Chinese renminbi
(14.9%; 13.4% at December 31, 2022), the Romanian leu (12.0%; 11.8% at December 31, 2022),
the Russian rouble (2.2%; 2.9% at December 31, 2022); the British pound sterling (3.2%; 3.4% at
December 31, 2022), the Argentine peso (3.2%; 3.6% at December 31, 2022); the US dollar (5.2%;
5.0% at December 31, 2022) and the Mexican peso (12.4%; 10.8% at December 31, 2022).
The effects on consolidated equity which derive from a hypothetical appreciation / depreciation of
the euro against the aforementioned currencies - all other conditions being equal, were as follows:
(in thousands of euro)
Brazilian Real
Turkish Lira
Chinese Renminbi
Romanian Leu
Russian Rouble
British Pound Sterling
Argentinian Peso
US Dollar
Mexican Peso
Total on consolidated equity
Appreciation of 10%
Depreciation of 10%
12/31/2023
12/31/2022
12/31/2023
12/31/2022
62,300
4,145
92,820
74,624
13,495
20,192
19,942
32,578
77,423
397,519
64,084
4,344
81,367
71,367
17,385
20,533
21,569
30,158
65,604
376,411
(50,972)
(3,391)
(75,943)
(61,056)
(11,042)
(16,521)
(16,316)
(26,655)
(63,346)
(325,242)
(52,432)
(3,554)
(66,573)
(58,392)
(14,224)
(16,800)
(17,647)
(24,675)
(53,676)
(307,973)
It should be noted that, during 2023, the Turkish lira and the Argentine peso depreciated by more
than 10% (the Turkish lira by 63% and the Argentine peso by 373%), which was partially offset by
510
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
hyperinflation accounting. For information on the effect on equity, reference should be made to Note
20, “Equity”.
Interest Rate Risk
Interest rate risk is represented by the exposure to variability in the fair value or the future cash flows
of financial assets or liabilities, due to changes in market interest rates. The Group evaluates, based
on market conditions, whether to enter into derivative contracts in order to hedge interest rate risk,
for which hedge accounting is activated when the conditions as provided for by IFRS 9 are met.
The table below shows the effects on the net income/(loss) resulting from an increase or decrease
of 0.50% in the level of interest rates of all currencies to which the Group is exposed – all other
conditions being equal:
(in thousands of euro)
+0,50%
-0,50%
12/31/2023
12/31/2022
12/31/2023
12/31/2022
Impact on Net income/(loss)
(5,042)
(8,573)
5,042
8,573
The effects on the Group’s equity resulting from changes in the EURIBOR rates, calculated on the
hedging instruments for interest rates which were outstanding at December 31, 2023, are described
in Note 27, “Derivative Financial Instruments”. The Group has no outstanding derivatives or other
optional instruments which affect the linear sensitivity of interest rates on debt.
Risk of failure to meet the sustainability targets set in bank loans and bonds
As reported in Note 23 “Borrowings from banks and other financial institutions”, to which reference
shall be made for further details, the Group has outstanding “sustainable” bank lines of 3.1 billion
euros, of which 2.1 billion euros had been drawn down as of December 31, 2023, and 1.0 billion
euros available in the form of committed revolving credit facilities and 600 million euros in
Sustainability Linked Bonds (SLBs).
Failure to meet sustainability targets would result in an increase in the contractually required interest
rate and consequently an increase in future borrowing costs and cash flows compared to what is
expected with the achievement of such targets, which is immaterial for the Group.
Price Risk Associated with Financial Assets
The Group’s exposure to price risk is limited to the volatility of financial assets such as listed equity
securities and bonds or financial assets indirectly associated with listed equity securities, which
amounted to approximately 1.76% of the total consolidated assets at December 31, 2023, (1.47% at
511
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
December 31, 2022). These assets were classified as other financial assets at fair value through
Other Comprehensive Income and other financial assets at fair value through the Income Statement.
No derivatives were put in place to limit the volatility risk for these assets.
Financial assets are subdivided as follows:
-
-
financial assets at fair value through Other Comprehensive Income which consisted of listed
equity securities which amounted to euro 18,299 thousand (euro 16,570 thousand at December
31, 2022), and securities indirectly associated with listed equity securities (Fin. Priv. S.r.l.), which
amounted to euro 23,416 thousand (euro 18,865 thousand at December 31, 2022);
financial assets at fair value through the Income Statement which amounted to euro 196,203
thousand and consisted of Argentine dollar-linked bonds (euro 169,328 thousand at December
31, 2022).
Financial assets at fair value through other Comprehensive Income constituted 17.5% of the total
financial assets subject to price risk (17.3% at December 31, 2022). A change of +5% in the price of
the aforesaid listed securities, all other conditions being equal, would result in a positive change to
the Company’s equity of euro 915 thousand (a positive change of euro 828 thousand at December
31, 2022, while a change of -5% in the price of the aforesaid listed equities, all other conditions being
equal, would result in a negative change to the Company’s equity of euro 915 thousand (a negative
change of euro 828 thousand to the Group’s equity at December 31, 2022).
Financial assets at fair value through the Income Statement constituted 82.5% of the total financial
assets subject to price risk (82.7% at December 31, 2022). A change of +10% in the price of the
aforesaid listed securities, all other conditions being equal, would result in a positive change to the
Group’s net income of euro 22,111 thousand (euro 9,366 thousand at December 31, 2022), while a
change of -10% in the price of the aforesaid listed equities, all other conditions being equal, would
result in a negative change to the Group’s net income of euro 22,111 thousand (euro 6,172 thousand
at December 31, 2022).
Credit Risk
Credit risk represents the Group’s exposure to potential losses resulting from the non-fulfilment of
the commercial and financial obligations undertaken by counterparties. As regards these commercial
counterparties, in order to limit this risk, Pirelli has put in place procedures to assess the potential
and financial creditworthiness of its customers, to monitor expected cash flows and to take any
recovery action. The aim of these procedures is to define customer credit limits, whereby in the event
that those limits are exceeded, the rule to withhold further supplies is activated. In some cases,
customers are asked to provide guarantees, mainly bank guarantees issued by parties of the highest
credit or personal standing. Less frequently, mortgage guarantees may be requested.
512
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Another instrument used to manage commercial credit risk is the stipulation of insurance policies.
For more than 10 years, a master agreement has been in place, and renewed for the two-year 2023-
24 period, with a leading insurance company with an AA credit rating according to Standard & Poor’s
evaluations, for the worldwide coverage of credit risk mainly related to sales in the Replacement
channel (the coverage ratio at December 31, 2023 was approximately 70%).
However, as regards the financial counterparties for the management of its temporary cash
surpluses, or for the negotiation of derivative instruments, the Group deals only with entities of the
highest credit standing. Pirelli constantly monitors its net credit exposure to the banking system and,
does not have any significant concentrations of credit risk.
Expected losses on trade receivables are calculated throughout the life of the receivables, starting
from the moment of initial recognition, using a matrix linked to the customer’s credit rating and credit
ageing which is adjusted to take into account forecasting factors specific to certain creditors as well
as the presence of any collateral and other credit enhancement instruments, such as the insurance
policies mentioned above. The calculation of expected losses is based on (i) a matrix which includes
the credit ratings of customers provided by independent market assessors, and on (ii) the value of
receivables, which takes the collateral and related insurance coverage into account. The customer
rating considers, amongst other things, the effects of exogenous risks that include, should customers
be exposed to them in the specific markets in which they operate, risks related to climate change,
which determines the probability of default used in the calculation and impacts the ceiling levels
granted by the insurance company to each counterparty. The bad debt provision at December 31,
2023 was calculated according to the method described above, and was composed as follows:
(in thousands of euro)
Current
Past due
> 30 days
Past due
> 90 days
Past due
> 180 days
Total
Expected loss rate
3.0%
11.4%
6.2%
70.6%
10.1%
Exposure net of credit enhancements
579,934
31,756
25,571
68,478
705,738
Bad debt provision
(17,478)
(3,611)
(1,589)
(48,321)
(71,000)
The position at December 31, 2022 was as follows:
(in thousands of euro)
Current
Past due
> 30 days
Past due
> 90 days
Past due
> 180 days
Total
Expected loss rate
Exposure net of credit enhancements
Bad debt provision
2.3%
514,616
(11,949)
11.4%
35,547
(4,038)
11.9%
18,454
60.3%
85,649
10.7%
654,267
(2,203)
(51,687)
(69,877)
At December 31, 2023, the exposure gross of credit enhancements amounted to euro 955,741
thousand. The bad debt provision, which was calculated without taking into account the presence of
any collateral securities and other credit enhancement instruments, amounted to euro 75,009
thousand.
The difference between the exposure gross of credit enhancements amounting to euro 955,741
thousand and the value of the trade receivables amounting to euro 720,406 thousand reported in
513
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Note 14, “Trade Receivables”, was mainly due to credit notes to be issued that were not taken into
account in the calculation of the bad debt provision.
Liquidity Risk
Liquidity risk represents the risk that the Company’s available financial resources may not be
sufficient to meet its financial and commercial obligations in accordance with the terms and
conditions and due expiry dates.
The main instruments used by the Group to manage liquidity risk are constituted by annual and multi-
annual financial plans as well as treasury plans, in order to allow for the complete and correct
detection and measurement of cash inflows and outflows. The differences between the plans and
the final data are subjected to constant analysis.
The Group has implemented a centralised system for the management of collection and payment
flows in compliance with the various local currency and tax regulations. The negotiation and
management of banking relationships is carried out centrally, in order to ensure coverage for short
and medium-term financial needs at the lowest possible cost. Even the procurement of medium to
long-term resources on the capital market is optimised through centralised management.
The prudent management of the aforementioned risk requires the maintenance of an adequate level
of cash or cash equivalents and/or highly liquid short-term securities, and the availability of funds
obtainable through an adequate amount of committed credit facilities and/or the possibility of
resorting to the capital market and diversifying products and maturities to seize the best opportunities
available.
Furthermore, the Group has adopted an extremely prudent approach to the maturities of its financial
debt, refinancing them well in advance in order to minimise the risks associated with liquidity crises
or market shut-downs.
At December 31, 2023, the Group had, a liquidity margin of euro 2,981,527 thousand, calculated as
the sum of cash and cash equivalents and other financial assets at fair value through the Income
Statement current, to the amount of euro 228,759 thousand (euro 246,884 thousand at December
31, 2022) and unused credit facilities to the amount of euro 1,500,000 thousand (increased by euro
500 million compared to December 31, 2022, thanks to the new revolving credit facility signed in
December 2023). The above-mentioned liquidity margin is sufficient to cover financial debt maturities
until the first quarter of 2028.
514
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Maturities for financial liabilities at December 31, 2023 can be summarised as follows:
(in thousands of euro)
within 1 year
1 to 2 years
2 to 5 years
over 5 years
Total
Trade payables
Other payables
1,999,418
-
-
-
1,999,418
412,173
3,129
6,761
31,090
453,153
Derivative financial instruments
21,242
-
-
-
21,242
Borrowings from banks and other financial institutions
of which lease liabilities
884,755
119,163
1,476,954
102,574
1,799,506
203,049
193,316
157,722
4,354,531
582,508
3,317,588
1,480,083
1,806,267
224,406
6,828,344
Maturities for financial liabilities at December 31, 2022 can be summarised as follows:
(in thousands of euro)
within 1 year
1 to 2 years
2 to 5 years
over 5 years
Total
Trade payables
Other payables
1,973,296
-
-
-
1,973,296
405,578
2,726
4,450
27,833
440,587
Derivative financial instruments
19,558
-
-
-
19,558
Borrowings from banks and other financial institutions
of which lease liabilities
928,676
108,469
1,593,769
93,235
2,180,563
196,159
193,316
193,316
4,896,324
591,179
3,327,109
1,596,494
2,185,013
221,149
7,329,765
515
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
5.
INFORMATION ON FAIR VALUE
5.1 Fair Value Measurement
The following table shows assets and liabilities measured at fair value at December 31, 2023,
subdivided into three levels:
(in thousands of euro)
FINANCIAL ASSETS:
Financial assets at fair value through Income Statement:
Other current financial assets at fair value through Income Statement
Current derivative financial instruments
Derivative hedging instruments:
Current derivative financial instruments
Non-current derivative financial instruments
Other financial assets at fair value through Other Comprehensive
Income:
Securities and shares
Investment funds
TOTAL ASSETS
FINANCIAL LIABILITIES:
Financial assets at fair value through Income Statement:
Current derivative financial instruments
TOTAL LIABILITIES
Note
Carrying
amount at
12/31/2023
Level 1
Level 2
Level 3
18
27
27
27
12
27
228,759
13,027
196,203
-
32,556
13,027
-
12,886
-
-
-
12,886
-
-
-
-
52,813
18,299
23,416
11,098
24
-
52,837
18,299
307,509
214,502
24
23,440
81,909
-
11,098
11,098
(21,242)
(21,242)
-
-
(21,242)
(21,242)
-
-
The following table shows the financial assets and liabilities measured at fair value at December
31, 2022, subdivided into the three levels defined above:
(in thousands of euro)
FINANCIAL ASSETS:
Financial assets at fair value through Income Statement:
Other current financial assets at fair value through Income Statement
Current derivative financial instruments
Derivative hedging instruments:
Current derivative financial instruments
Non-current derivative financial instruments
Other financial assets at fair value through Other Comprehensive
Income:
Securities and shares
Investment funds
TOTAL ASSETS
FINANCIAL LIABILITIES:
Financial assets at fair value through Income Statement:
Current derivative financial instruments
TOTAL LIABILITIES
516
Note
Carrying
amount at
12/31/2022
Level 1
Level 2
Level 3
18
27
27
27
12
27
246,884
15,313
169,328
-
7,368
26,430
46,644
1,775
48,419
-
-
16,570
-
16,570
77,556
15,313
7,368
26,430
18,865
1,775
20,640
344,414
185,898
147,307
-
-
-
-
11,209
-
11,209
11,209
(19,558)
(19,558)
-
-
(19,558)
(19,558)
-
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Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The financial instruments, included in level 1, include the equity investments classified as financial
assets at fair value through Other Comprehensive Income, and the listed Argentine dollar-linked
bond instruments classified as financial assets at fair value through the Income Statement. Since
the objective of the Argentine instruments was to mitigate the effects of depreciation in the local
currency, which was recorded as a loss/gain in the net monetary position, the option was exercised
to also recognise the change in the fair value of these instruments in the Income Statement. For
further information, reference should be made to Note 36, “Financial income” and Note 37, “Financial
expenses”.
The following table shows changes that occurred in the financial assets classified in level 3,
during the course of 2023:
(in thousands of euro)
Opening balance 01/01/2023
Translation differences
Fair value adjustments through Other Comprehensive Income
Other changes
Closing balance 12/31/2023
11,209
4
(120)
5
11,098
These financial assets are mainly represented by equity investments in the Istituto Europeo di
Oncologia (European Institute of Oncology) (euro 8,357 thousand), Telco S.r.l. (euro 450 thousand),
Genextra S.p.A. (euro 258 thousand) and Tlcom I LP (euro 190 thousand).
The fair value adjustments through Other Comprehensive Income amounted to a negative net
amount of euro 120 thousand, and mainly refers to the fair value adjustment of the investment in the
Istituto Europeo di Oncologia, (positive to the amount of euro 218 thousand) and in Genextra S.p.A.,
(negative to the amount of euro 371 thousand).
During the course of 2023 there were no transfers from level 1 to level 2 or vice versa, nor from level
3 to other levels and vice versa.
517
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
5.2 Categories of Financial Assets and Liabilities
The table below shows the carrying amounts for each class of financial assets and liabilities as
identified by IFRS 9:
(in thousands of euro)
FINANCIAL ASSETS
Financial assets at fair value through Income Statement
Other financial assets at fair value through Income Statement
Current derivative financial instruments
Financial assets at amortised cost
Other non-current receivables
Current trade receivables
Other current receivables
Cash and cash equivalents
Financial assets at fair value through Other Comprehensive Income (FVOCI)
Other financial assets at fair value through Other Comprehensive Income
Financial hedging derivative instruments
Current derivative financial instruments
Non-current financial derivative instruments
TOTAL FINANCIAL ASSETS
FINANCIAL LIABILITIES
Financial liabilities at fair value through Income Statement
Current derivative financial instruments
Financial liabilities valuated at amortised cost
Non-current borrowings from banks and other financial institutions (excl. lease liabilities)
Other non-current payables
Current borrowings from banks and other financial institutions (excl. lease liabilities)
Current trade payables
Other current payables
Lease liabilities
Non-current lease liabilities
Current lease liabilities
TOTAL FINANCIAL LIABILITIES
Note
Carrying
amount at
12/31/2023
Carrying
amount at
12/31/2022
18
27
15
14
15
19
12
27
27
27
23
25
23
24
25
23
23
228,759
13,027
241,786
246,884
15,312
262,196
408,625
649,406
419,249
1,252,769
231,151
636,446
741,238
1,289,744
2,730,049
2,898,579
52,837
48,419
-
12,886
7,368
26,430
3,037,558
3,242,992
21,242
19,558
2,791,289
77,932
690,431
1,999,418
412,173
3,293,614
74,574
711,401
1,973,296
405,578
5,971,243
6,458,463
383,389
99,096
482,485
396,497
88,988
485,485
6,474,970
6,963,506
6.
CAPITAL MANAGEMENT POLICY
The Group’s objective is to maximise the return on net invested capital while maintaining the ability
to operate over time, guaranteeing adequate returns for shareholders and benefits for other
stakeholders, foreseeing a gradual deleverage of the Group’s financial structure to be achieved over
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Pirelli & C. S.p.A. – 2023 Annual Report
the short to medium-term period, as reported in the “Outlook for 2024 and 2025” section of the
Directors’ Report on Operations.
The main indicator that the Group uses for capital management is the R.O.I.C., which is calculated
as the ratio between the EBIT adjusted net of tax effects and the average net invested capital, which
does not include “Investments in associates and joint ventures”, “Other financial assets at fair value
through Other Comprehensive Income”, “Other non-current financial assets at fair value through the
Income Statement”, “Other non-current assets”, the intangible assets relative to assets recognised
as a consequence of Business Combinations, the deferred tax liabilities relative to the latter and the
“Provisions for employee benefit obligations current and non-current”.
R.O.I.C. for the 2023 financial year equalled 20.3%, compared to 20.3% in 2022.
7.
ESTIMATES AND ASSUMPTIONS
The preparation of the Consolidated Financial Statements necessitates that management make
estimates and assumptions that, in certain circumstances, are based on difficult and subjective
evaluations and estimates based on historical experience, and assumptions that are, from time to
time, considered reasonable and realistic under the circumstances. The actual results may therefore
differ from these estimates. These estimates and assumptions are reviewed periodically and the
effects of any changes made to them are reflected in the Income Statement for the period in which
the estimate is revised. If in the future these estimates and assumptions, based on the best available
valuation at the time, should differ from the actual circumstances, they will be amended consequently
for the period in which the circumstances change. The estimates and assumptions mainly refer to
the assessment of the recoverability of goodwill and other intangible assets with an indefinite useful
life, the determination of the useful lives of tangible and intangible assets, the recoverability of
receivables, the calculation of taxes (current and deferred), the measurement of pension plans and
other post-employment benefits, and the recognition/measurement of provisions for risks and
charges.
Goodwill
In accordance with the accounting standards adopted for the preparation of the Financial
Statements, goodwill is tested at least annually in order to ascertain the existence of any impairment.
Specifically, testing involves the allocation of goodwill to the groups of cash generating units (which
for the Group coincide with the business sector or the Consumer Activities), and the subsequent
determination of the relative recoverable amount, being the higher amount between the fair value
and the value in use.
If the recoverable amount proves to be lower than the carrying amount of the group of cash
generating units to which goodwill has been allocated, the goodwill allocated to them is impaired.
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Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The value configuration used to determine the recoverable amount for Consumer Activities at
December 31, 2023 is the value in use, which corresponds to the present value of the future financial
cash flows which are expected to be generated by the group of CGUs, using a discount rate that
reflects the specific risks of the group of CGUs at the valuation date.
The key assumptions used by management were the estimated future increases in sales, in
operating cash flows and in the growth rate of operating cash flows beyond the explicit forecast
period, for the purposes of estimating the terminal value and the weighted average cost of capital
(discount rate).
Pirelli Brand (Intangible Asset with an Indefinite Useful Life)
The Pirelli Brand is an intangible asset with an indefinite useful life not subject to amortisation, but
pursuant to IAS 36, is tested for impairment on an annual basis or more frequently, if specific events
or circumstances arise that may indicate an impairment.
The configuration of the recoverable amount for impairment testing purposes at December 31, 2023,
was the fair value calculated on the basis of the income approach (the so-called Level 3 of the IFRS
13 hierarchy – Fair Value Measurement).
The key assumptions used by management were the estimated future increases in sales and
operating cash flows and the relative growth rates beyond the explicit forecast period for the
purposes of estimating the terminal value and the discount rate, which is based on the weighted
average cost of capital plus a premium determined according to the riskiness of the specific asset.
Owned Tangible Assets
In accordance with the relevant accounting standards, fixed assets are subject to an impairment test
to determine whether an impairment has occurred, when there are indicators that predict difficulties
in recovering the relative net carrying amount through their use. The verification of the existence of
the aforementioned impairment indicators, requires that the Directors make subjective judgements
based on the information available from both internal and external sources, as well as on historical
experience. In addition, if it is determined that a potential impairment may have been generated, the
impairment is calculated using appropriate evaluation techniques. The correct identification of the
indicators of a potential impairment, as well as the estimates used to determine the impairment,
depend on a subjective assessment, as well as on factors that may change over time and which
influence the valuations and estimates made by Management.
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Pirelli & C. S.p.A. – 2023 Annual Report
Right of Use and Lease Liabilities
As regards the estimates and assumptions used for the determination of lease liabilities and the right
of use, the application of IFRS 16 has introduced some elements of professional judgement, and the
use of assumptions and estimates in relation to the lease term, and the definition of the incremental
borrowing rate.
The main ones are summarised as follows:
renewal clauses in contracts are taken into account for the purposes of determining the duration
of the contract, that is, when the Group has the option to exercise these clauses without the need
to obtain the consent of the other party, and when their exercise is considered reasonably certain.
In the case of clauses which provide for multiple renewals that can be exercised unilaterally by
the Group, only the first extension period is considered;
automatic renewal clauses in contracts, in which both parties have the right to terminate the
contract, are not taken into account for the purposes of determining the duration of the contract,
as the ability to extend the duration is not under the unilateral control of the Group, and the
penalty to which the lessor could be exposed to is not significant. However, in the event that the
lessor is exposed to a significant penalty, the Group evaluates the inclusion of the renewal option
in the determination of the duration of the contract. This assessment is also made by taking into
account the degree of customisation of the leased asset: if customisation is high, the lessor may
incur a significant penalty if they oppose the renewal;
early termination clauses in contracts: such clauses are not taken into account when determining
the duration of the contract, if they are exercisable only by the lessor and not by both parties. In
cases where they can be unilaterally exercised by the Group, specific assessments are made on
a contract-by-contract basis, (for example, the Group is already negotiating a new contract or
has already given notice to the lessor);
the incremental borrowing rate is the risk-free rate of the country in which the contract is traded,
and is based on the duration of the contract itself. It is then adjusted according to the Group’s
credit spread and the local credit spread.
Income Taxes (current and deferred)
Income taxes (current and deferred) are determined in each country in which the Group operates
according to a prudent interpretation of the tax regulations in force. This process sometimes involves
complex estimates in determining taxable income and temporary deductible and taxable differences
between carrying amounts and tax amounts. Specifically, deferred tax assets are recognised to the
extent to which it is probable that future taxable income will be available against which they can be
recovered. The assessment of the recoverability of deferred tax assets, recorded in relation both to
tax losses that may be used in subsequent financial years and to temporary deductible differences,
takes into account the estimate of future taxable income and is based on prudent tax planning. With
521
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
regard to situations in which the applicable tax legislation in force lends itself to interpretation, if the
Group considers it probable (greater than 50%), that the tax authority will accept the tax treatment
adopted, the net income/(loss) before tax is determined in accordance with the tax treatment applied
in the tax return. If this is not the case, the effect of any uncertainty is reflected in the determination
of the net income/(loss) before tax. The probability refers to the likelihood that the tax authority will
not accept the tax treatment adopted, and not to the likelihood of the assessment.
Pension Funds
Some of the companies of the Group have put in place, pension plans, health insurance plans and
other defined benefit plans for their employees, primarily in the United Kingdom and the United
States. These funds were closed to new participants, and therefore the actuarial risk refers only to
past obligations. Management, through the use of a leading actuarial services firm, utilises actuarial
assumptions to calculate the liabilities and assets servicing these pension plans. The actuarial
assumptions of a financial nature concern the discount rate, the rate of inflation and the trend in
medical costs. The actuarial assumptions of a demographic nature are essentially concerned with
mortality rates. The Group has identified discount rates which it has deemed are balanced, given
their context.
Provisions for Liabilities and Charges
In view of the legal and tax risks relative to indirect taxes, provisions for the risk of unfavourable
outcomes were recognised. The value of provisions recognised in the Financial Statements for these
risks represents the best estimate made by Management, for potential legal and tax disputes
concerning a wide range of issues that are subject to the jurisdiction of various countries.
8. OPERATING SEGMENTS
IFRS 8 - Operating segments, defines an operating segment as a component:
which involves entrepreneurial activities which generate revenues and costs;
whose operating results are periodically reviewed by the Chief Executive Officer, in his role
as Chief Operating Decision Maker (CODM);
for which separate Income Statement, Statement of Financial Position and Financial
Statements data is available.
For the purposes of IFRS 8, the activities performed by Consumer Activities are identifiable in a
single operating sector.
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Pirelli & C. S.p.A. – 2023 Annual Report
Revenues from sales and services according to geographical region were as follows:
(in thousands of euro)
2023
2022
Europe
North America
APAC
South America
Russia and MEAI
Total
2,591,904
1,714,923
1,114,560
795,467
433,209
6,650,063
2,603,924
1,592,083
1,093,058
902,257
424,404
6,615,727
Non-current assets by geographic region allocated on the basis of the country where the assets
are located, were as follows:
( in thousands of euro )
12/31/2023
12/31/2022
Europe
North America
APAC
South America
Russia and MEAI
Non-current unallocated assets
Total
5,125,651
59.10%
5,219,120
59.42%
601,589
476,559
475,836
108,341
1,884,925
8,672,901
6.94%
5.49%
5.49%
1.25%
510,105
515,141
463,592
189,878
21.73%
100.00%
1,884,629
8,782,465
5.81%
5.87%
5.28%
2.16%
21.46%
100.00%
The non-current allocated assets reported in the preceding table consist of property, plant and
equipment and intangible assets, excluding goodwill. The non-current unallocated assets are
relative to goodwill.
9.
PROPERTY, PLANT AND EQUIPMENT
Their composition was as follows:
(in thousands of euro)
Total Net Value:
- Owned tangible assets
- Right of use
12/31/2023
3,409,114
2,968,578
440,536
12/31/2022
3,399,628
2,952,780
446,848
523
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
9.1 - Owned Tangible Assets
Their composition and changes were as follows:
(in thousands of euro)
Land
Buildings
Plants and machinery
Industrial and trade equipment
Other assets
12/31/2023
Accumulated
Depreciation
Net Value
Gross Value
12/31/2022
Accumulated
Depreciation
Net Value
-
150,747
147,977
-
147,977
(264,911)
(1,325,128)
(496,244)
(77,505)
645,849
1,873,739
226,381
71,862
909,178
2,979,444
667,978
141,941
(234,420)
(1,149,033)
(438,739)
(71,546)
674,758
1,830,411
229,239
70,395
Gross Value
150,747
910,760
3,198,867
722,625
149,367
Total
5,132,366
(2,163,788)
2,968,578
4,846,519
(1,893,737)
2,952,780
NET VALUE
(in thousands of euro)
12/31/2022
Hyperinflation
Argentina and
Turkey
Currency
translation
differences
Increases Decreases Depreciation Devaluation Recl./Other
12/31/2023
Land
Buildings
Plants and machinery
Industrial and trade equipment
Other assets
Total
147,977
674,758
1,830,411
229,239
70,395
1,464
5,905
605
1,163
(17,564)
25,149
(333)
(48)
-
(36,415)
(32)
(148)
25,117
(26,267)
271,891
(2,074)
(199,576)
(29,083)
5,664
3,639
(13,540)
74,998
(7,718)
10,925
(449)
(185)
(71,384)
(10,224)
(725)
-
2,952,780
41,789
(64,484)
384,126
(3,089)
(317,599)
(29,988)
(97)
(5,788)
3,320
2,578
5,030
5,043
150,747
645,849
1,873,739
226,381
71,862
2,968,578
NET VALUE
(in thousands of euro)
12/31/2021
Hyperinflation
Argentina and
Turkey
Currency
translation
differences
Increases
Decreases
Depreciation
Devaluation
Recl./Other
12/31/2022
Land
Buildings
Plants and machinery
Industrial and trade equipment
Other assets
Total
144,121
651,958
1,754,605
213,676
59,405
1,498
6,156
25,685
7,464
3,711
1,585
18,566
33,634
145
34,907
230,810
6,368
77,918
(1,602)
22,033
2,823,765
44,514
58,551
365,813
-
(54)
(1,680)
(1,124)
(318)
(3,176)
-
(36,392)
(193,564)
(74,876)
(9,830)
-
(414)
(19,679)
(582)
(7)
(314,662)
(20,682)
628
31
600
395
(2,997)
(1,343)
147,977
674,758
1,830,411
229,239
70,395
2,952,780
The item Hyperinflation Argentina and Turkey refers to the revaluation of the assets held by the
Argentine and Turkish subsidiaries as a consequence of the application of the IAS 29 accounting
standard - Financial Reporting in Hyperinflationary Economies, (euro 31,788 thousand for Argentina
and euro 10,001 thousand for Turkey). This effect was more than balanced by negative currency
translation differences (euro 54,491 thousand for Argentina and euro 8,715 thousand for Turkey).
Increases, totalling euro 384,126 thousand, were primarily aimed at the High Value segment, at the
continuous improvement in the mix and quality in all manufacturing plants, and at increasing
production capacity in Mexico, and Romania.
The ratio of investments to depreciation for 2023 was equal to 1.21, (1.16 for the 2022 financial
year).
The item devaluation refers mainly to plants and machinery in operation in the subsidiary in Russia
(euro 24,600 thousand) and to a lesser extent in Germany (euro 4,053 thousand). It should also be
noted that the protracted direct effects of the Russia-Ukraine crisis on the operating activities located
in Russia, represented an impairment indicator, and therefore the relative tangible fixed assets
belonging to the Kirov and Voronezh factories, which represent two separate cash generating units,
524
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
were subjected to an impairment test. The value configuration used to determine the recoverable
amount at December 31, 2023 was the value in use, which corresponds to the present value of the
future cash flows which are expected to be associated with the two CGUs, using a rate, equal to
26.1%, which reflects the risks specific to the assets at the valuation date.
The recoverable amount for the Kirov CGU was found to be euro 24.6 million lower than the carrying
amount, and therefore the impairment was recognised in the Income Statement.
Property, plant and equipment in progress at December 31, 2023, included in the individual fixed
asset categories amounted to euro 298,600 thousand, (euro 240,255 thousand at December 31,
2022). The main projects included under property, plant and equipment in progress concerned the
initiation of new projects to increase production capacity, the constant technological upgrading of
manufacturing plants and of machinery, also aimed at increasing their safety from an Environmental,
Health and Safety (EHS) perspective and at investments in machinery, for the development of new
product lines and the improvement of existing products. These investments were concentrated in
Mexico, Romania, China, Germany and Italy.
It should be noted that the companies of the Group did not pledge any property, plant and equipment
as collateral.
9.2 - Right of Use
The net value of the assets for which the Group has entered into lease contracts, is detailed as
follows:
(in thousands of euro)
Right of use land
Right of use buildings
Right of use plants and machinery
Right of use other assets
Total net right of use
12/31/2023
12/31/2022
16,807
347,227
18,362
58,140
440,536
17,992
349,257
23,179
56,420
446,848
The item right of use buildings mainly refers to contracts relative to offices, warehouses and points
of sale.
The item right of use other assets mainly refers to contracts relative to motor vehicles and transport
equipment. These contracts also include the service component (non-lease component).
Lease contracts are negotiated on an individual basis and include a wide variety of terms and
conditions.
Increases in the right of use for the 2023 financial year, also including remeasurements, amounted
to euro 101,188 thousand (euro 79,746 thousand for 2022).
525
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
These increases mainly refer to contracts for a new office in Japan, new warehouses in Brazil, the
UK and Romania, and automobiles in Brazil, Italy, Germany and Romania.
With reference to remeasurements, the main impacts for the year were attributable to:
-
-
-
-
the extension of lease contracts for several points of sale in Germany, Sweden, Switzerland
and Brazil;
the extension of lease contracts for several warehouses in the UK, Germany, Italy and Brazil;
the extension of office rental contracts in China and Singapore;
the adjustment for inflation for rental contracts for offices and points of sale;
-
changes in warehouse rental rates in Romania.
During 2023, there were no contracts subject to reassessment or significant changes.
Depreciation of the right of use recognised in the Income Statement and included under the item
“Depreciation, Amortisation and Impairments” (Note 32), was composed as follows:
(in thousands of euro)
Land
Buildings
Plants and machinery
Other assets
Total depreciation of right of use
2023
2022
1,515
74,474
4,882
20,416
101,287
1,320
67,955
6,789
19,748
95,812
For interest on lease liabilities, reference should be made to Note 37, “Financial Expenses”.
Information on the costs for lease contracts with a duration of less than twelve months, lease
contracts for assets with a low unit value, and lease contracts with variable rates, is included in Note
33, “Other Costs”.
526
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
10.
INTANGIBLE ASSETS
Their composition and changes were as follows:
NET VALUE
(in thousands of euro)
Concessions, licenses and trademarks - finite useful life
Pirelli Brand - indefinite useful life
Goodwill
Customer relationships
Technology
Software applications
Patents and design patent rights
Other intangible assets
Total
NET VALUE
(in thousands of euro)
Concessions, licenses and trademarks - finite useful life
Pirelli Brand - indefinite useful life
Goodwill
Customer relationships
Technology
Software applications
Patents and design patent rights
Other intangible assets
Total
12/31/2022
69,711
2,270,000
1,884,629
204,289
891,767
49,620
12,457
364
5,382,837
Currency
translation
differences
(2,063)
-
296
(340)
-
(8)
-
(154)
(2,269)
Increase
Amortisation
Impairment
Recl./Other
12/31/2023
432
-
-
14
-
17,347
3,747
84
21,624
(3,574)
-
-
(34,482)
(76,850)
(22,182)
(1,749)
(254)
(139,091)
-
-
-
-
-
-
-
(98)
(98)
107
-
-
(28)
-
243
-
462
784
64,613
2,270,000
1,884,925
169,453
814,917
45,020
14,455
404
5,263,787
12/31/2021
72,588
2,270,000
1,883,765
239,639
968,617
39,568
10,194
1,294
5,485,665
Currency
translation
differences
(66)
-
864
(773)
-
239
-
34
298
Increase
Decrease
Amortisation
Impairment
Recl./Other
12/31/2022
880
-
-
-
-
27,311
3,676
45
31,912
-
-
-
-
-
(132)
-
(145)
(277)
(3,689)
-
-
(34,577)
(76,850)
(16,946)
(1,413)
(318)
(133,793)
-
-
-
-
-
(697)
-
(462)
(1,159)
(2)
-
-
-
-
277
-
(84)
191
69,711
2,270,000
1,884,629
204,289
891,767
49,620
12,457
364
5,382,837
Intangible assets were composed as follows:
the Pirelli Brand (indefinite useful life) to the amount of euro 2,270,000 thousand. It should be
noted that the evaluation of the useful life of brands is based on a series of factors including the
competitive environment, market share, history of the Brand, life cycles of the underlying product,
operating plans and the macroeconomic environment of the countries in which the related
products are sold. Specifically, the useful life of the Pirelli Brand was assessed as indefinite on
the basis of its history of over one hundred and fifty years of success (established in 1872), and
on the intention and ability of the Group to continue investing in order to support and maintain
the Brand;
the Metzeler Brand (useful life of 20 years) to the amount of euro 41,763 thousand which is
included under the item “Concessions, licenses and trademarks – finite useful life”;
Customer relationships (useful life of 10-20 years) which mainly includes the value of commercial
relationships for both the Original Equipment and Replacement channel;
Technology which includes the value of both product and process technologies as well the value
of the In-Process R&D (being formed at the time of the acquisition of the Group in 2015 by Marco
Polo Industrial Holding S.p.A.) amounted to euro 779,917 thousand and euro 35,000 thousand
respectively. the useful life of product and process technology was determined to be 20 years,
while the useful life of In-Process R&D was determined to be 10 years;
Goodwill to the amount of euro 1,884,925 thousand, of which euro 1,877,363 thousand was
recognised at the time of the acquisition by the Group in September 2015. The remainder refers
527
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
to the goodwill determined as part of the acquisition of the company, JMC Pneus Comercio
Importação e Exportação Ltda. which occurred in 2018.
During the course of 2023, investments were also made in application software (a total increase of
euro 17,347 thousand) as part of the Digitalisation Programme to transform the Group’s key
processes. For more information on the Programme, reference should be made to the section “Group
Performance and Results” in the Directors’ Report on Operations.
Impairment Testing of Goodwill
Pursuant to IAS 36, goodwill is not subject to amortisation, but is tested for impairment annually or
more frequently, if specific events or circumstances arise that may suggest an impairment.
Goodwill, which amounted to euro 1,884,925 thousand was allocated to the CGU group “Consumer
Activities”, which represents the sole business segment in which the Group operates, and considers
to be the minimum level at which goodwill is monitored for internal management control purposes.
The impairment test consists of comparing the recoverable amount for Consumer Assets with their
carrying amount, including its operating assets and goodwill.
The value configuration used to determine the recoverable amount for Consumer Activities at
December 31, 2023 is the value in use, which corresponds to the present value of the future financial
flows which are expected to be generated by the group of CGUs, using a discount rate that reflects
the risks specific to the group of CGUs at the valuation date.
The forecasts are based on the flows of the EBITDA adjusted of the 2024-2025 Industrial Plan, which
was updated, compared to the Industrial Plan 2021-2022|2025, and prepared on the basis of the
new market environment. The forecast flows, which reflect the Group’s market positioning thanks to
its strategy of focusing on High Value, have been sterilised, in accordance with IAS 36.44, of cash
flows related to expansion investments, restructuring expenses and related benefits, to which the
Company had not yet committed at December 31, 2023. The prospective flows obtained have been
prudently adjusted downwards, to reflect the asymmetry of information between the consensus
estimates of analysts and the updated 2024-2025 Industrial Plan, which was approved by the Board
of Directors of the Parent Company, jointly with this document, and which at the date of this
document had not yet been presented to the financial community.
The flows of the updated 2024 - 2025 Industrial Plan used for the determination of the recoverable
amount, express an average compounded annual growth rate (CAGR) for the revenues of the 2024-
2025 two-year period of 2.7%, compared to 2023 and an average EBITDA margin adjusted for the
period of 22.7%.
The impairment test at December 31, 2023 was performed using the assistance of an independent
third-party professional.
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Pirelli & C. S.p.A. – 2023 Annual Report
The discount rates, defined as the weighted average cost of capital (WACC) net of taxes, which were
applied to the prospective cash flows equalled 9.00%. The pre-tax rate which equals the value in
use, estimated using cash flows net of taxes discounted at the WACC net of taxes, to the value in
use estimated by using pre-tax flows discounted at the pre-tax WACC, is 13.27%. The growth rate
of operating cash flows, for the purpose of estimating the terminal value (g) was equal to 1%. The
capitalisation rate for operating cash flows (WACC - g) was therefore equal to 8.00%, which is more
prudent than the capitalisation rate of the consensus estimates of analysts.
Based on the results of the tests carried out, no impairment emerged.
The recoverable amount is greater than the carrying amount for Consumer Activities by 11%, while,
in order for the value in use to be equal to the carrying amount, a downward change in the key
parameters with an impact on the flows of the Industrial Plan is necessary, and in particular:
an increase in the discount rate of 86 basis points for the explicit forecast period and in the
terminal value;
a negative annual growth rate beyond the explicit “g” forecast period of -99 basis points;
a decrease in the average EBITDA margin adjusted of 163 basis points for the explicit
forecast period and in the terminal value.
With reference to climate change issues, the impacts were assessed in terms of both the discount
rate and long-term cash flows. The impact on the cost of capital was favourable and reflects the
decarbonisation policies initiated by the Group. The impact on long-term cash flows, instead,
reflected the higher costs to be incurred over the coming years, in order to achieve the
decarbonisation targets. The analysis has therefore compared the benefits of the lower cost of
capital, with the expenses of the higher costs, in order to verify whether the net balance was negative
(a circumstance that would have reduced the recoverable amount, due to the effect of climate
change risk).
As for the impact on the discount rate, the market data shows that the ESG policies implemented by
the Group, generate a lower systematic risk, which translates into a lower cost of capital compared
to the comparable companies used for impairment testing purposes. Therefore, in considering this
effect, the recoverable amount would be higher.
With reference instead to the long-term cash flows, the most significant economic-financial elements
identified were considered, on the basis of an update of Pirelli’s Climate Change and Water Stress
Risk Assessment with respect to the Group’s GHG Scope 1 and 2 emissions. It concerns the costs
that the Group expects to incur up until 2050 in order to meet decarbonisation targets, taking into
account the introduction and/or tightening of current CO2 emission pricing schemes in the countries
where it operates. The possible impacts, linked to an increase in the costs of production, have been
estimated based on the evolution in the cost of acquiring CO2 emission allowances, resulting both
from the more conservative forecasts of the “Net Zero by 2050” (NZE) scenario published by the IEA
529
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
(International Energy Agency), and the Group’s carbon intensity forecast according to its updated
Climate Transition Plan.
Since the benefit from the lower discount rate is higher than the present value of the costs to be
incurred, no impact was detected from climate change risk, on the results of the impairment test.
Impairment Testing of the Pirelli Brand (Intangible Asset with an Indefinite Useful Life):
The Pirelli Brand, valued at euro 2,270,000 thousand is an intangible asset with an indefinite useful
life, and as such is not subject to amortisation, but pursuant to IAS 36, is tested for impairment
annually or more frequently, if specific events or circumstances arise that may suggest an
impairment.
The impairment test at December 31, 2023 was performed using the assistance of an independent
third-party professional.
The configuration of the recoverable amount for impairment testing purposes at December 31, 2023,
was the fair value calculated on the basis of the income approach (the so-called level 3 of the IFRS
13 hierarchy – Fair Value Measurement). The fair value estimate is therefore based on:
-
-
-
-
-
the same flows used for goodwill impairment testing purposes, that is, the forecasts made by
management based on the EBITDA adjusted flows of the updated 2024-2025 Industrial Plan
prudently adjusted, without sterilising the effects of expansion investments, decreased in order
to reflect the asymmetry of information between the consensus estimates by analysts and the
updated 2024-2025 Industrial Plan;
a sum-of-parts valuation criterion which also takes into account the contribution of royalties from
the Prometeon Tyre Group for the use of the Pirelli trademark in relation to the Industrial
segment as expected in the forecasts made by management;
the excess earnings attributable to the Pirelli Brand which are derived by deducting the notional
rent or royalty rate of the Group’s operating assets other than the Brand, expressed at fair value,
from the prospective operating income;
a discount rate of 11.12%, which includes a premium compared to the WACC, which is
determined according to the riskiness of the specific asset and the “g” growth rate in the terminal
value which is equal to 1%. The pre-tax discount rate which equals the fair value, estimated
using cash flows net of taxes discounted at the discount rate net of taxes, to the fair value
estimated by using pre-tax flows discounted at the pre-tax discount rate, is 16.33%;
the TAB (Tax Amortisation Benefit) that is, the tax benefit that would benefit the market
participant who acquired the asset separately, because of the possibility of amortising the asset
for tax purposes.
530
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
For the purposes of impairment testing, the recoverable amount of the Pirelli Brand cum TAB was
compared with the carrying amount (cum TAB) and no impairment emerged.
The recoverable amount is greater than the carrying amount of the Brand by 19.2%, while, in order
for the fair value to be equal to the carrying amount, a downward change in the key parameters with
an impact on the flows of the Industrial Plan is necessary, and in particular:
a percentage decrease in revenues of 513 basis points for the explicit forecast period and in
the terminal value;
a decrease in the EBITDA margin adjusted of 89 basis points for the explicit forecast period
and in the terminal value;
an increase in the discount rate of 176 basis points for the explicit forecast period and in the
terminal value;
a decrease in the growth rate “g” of 192 basis points for beyond the explicit forecast period.
11.
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
The changes in investments in associates and joint ventures were as follows:
(in thousands of euro)
12/31/2023
12/31/2022
Opening balance
Decrease
Distribution of dividends
Share of net income / (loss)
Share of other components recognised in Equity
Other
Closing balance
Associates
JV
Total
Associates
JV
Total
7,812
-
(1,648)
1,301
-
4
7,469
72,415
-
-
10,345
(3,832)
-
78,928
80,227
-
(1,648)
11,646
(3,832)
4
86,397
9,018
(1,451)
(178)
190
-
233
7,812
71,868
-
-
2,730
(2,183)
-
72,415
80,886
(1,451)
(178)
2,920
(2,183)
233
80,227
Investments in Associates
The details of the item were as follows:
(in thousands of euro)
12/31/2022
Eurostazioni S.p.A.
Investments in other associates
Total
6,621
1,191
7,812
Distribution of
dividends
(1,476)
(172)
(1,648)
Share of net
income / (loss)
1,136
165
1,301
Other
12/31/2023
-
4
4
6,281
1,188
7,469
The investments in associated companies evaluated using the equity method, were not relevant in
terms of the impact on total consolidated assets, either individually or in aggregate form.
531
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
11.2 Investments in Joint Ventures
The details were as follows:
(in thousands of euro)
12/31/2022
Share of net
income / (loss)
Share of other components
recognised in Equity
12/31/2023
Xushen Tyre (Shanghai) Co., Ltd.
PT Evoluzione Tyres
Total
58,267
14,148
72,415
9,505
840
10,345
(3,234)
(598)
(3,832)
64,538
14,390
78,928
The Group holds:
-
-
a 49% stake in the company Xushen Tyre (Shangai) Co., Ltd. a joint venture which, through
the company Jining Shenzhou Tyre Co., Ltd. owns a Consumer tyre manufacturing plant in
China. The plant provides the necessary production flexibility for the High Value segment,
given the evolution of the Chinese market, the expected developments in the electric car
segment and the increasing share of homologations obtained for the Original Equipment
channel in China, Japan and Korea. As announced on August 1, 2018, the joint venture
agreement relative to Xushen Tyre (Shanghai) Co., Ltd. provides for a for a Call Option in
favour of Pirelli Tyre S.p.A., exercisable from January 1, 2021 until March 31, 2026, which - if
exercised - would allow Pirelli Tyre S.p.A. to increase its stake in the company to up to 70%.
Pirelli Tyre S.p.A. has notified the shareholders of Xushen Tyre (Shanghai) Co., Ltd. of its
intention to not exercise the option until December 31, 2024, without prejudice to the right to
exercise the option thereafter, and in any case, by March 31, 2026;
a 63.04% stake of in PT Evoluzione Tyres, an entity which operates in Indonesia and is active
in the production of tyres for motorcycles. Even though the company is 63.04% owned, as a
result of contractual agreements between Shareholders, it falls under the definition of a joint
venture, in that the governance regulations explicitly provide for the unanimous approval of
decisions regarding significant business activities.
The investments in joint ventures were not relevant in terms of their impact on the total consolidated
assets.
532
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
12.
OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE
INCOME
The movements in other financial assets at fair value through Other Comprehensive Income
amounted to euro 52,837 thousand at December 31, 2023 (euro 48,419 thousand at December 31,
2022, and were as follows:
(in thousands of euro)
Opening balance at 01/01/2023
Translation differences
Increases
Decreases
Fair Value adjustment through Other Comprehensive income
Closing balance 12/31/2023
The composition of the item by individual security is as follows:
48,419
4
4
(218)
4,628
52,837
(in thousands of euro)
Listed securities
RCS MediaGroup S.p.A.
Unlisted securities
Fin. Priv. S.r.l.
Fondo Anastasia
Istituto Europeo di Oncologia S.r.l.
Tlcom I LP
Telco S.r.l.
Other companies
12/31/2023
12/31/2022
Total
Total
18,299
18,299
23,416
24
8,357
190
450
2,101
34,538
16,570
16,570
18,865
1,775
8,139
186
450
2,434
31,849
Total other financial assets at Fair Value through
Other Comprehensive Income
52,837 48,419
The fair value adjustments through Other Comprehensive Income equalled a positive net
amount of euro 4,628 thousand, and mainly refers to the RCS MediaGroup S.p.A. (positive to the
amount of euro 1,729 thousand), Fin. Priv. S.r.l. (positive to the amount of euro 4,551 thousand) and
Fondo Comune di investimento Anastasia (Anastasia Mutual Investment Fund) (negative to the
amount of euro 1,751 thousand).
For listed securities, the fair value corresponds to the stock market price at December 31, 2023. For
unlisted securities, the fair value was determined by using estimates based on the best available
information.
533
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
13.
DEFERRED TAX ASSETS AND LIABILITIES
Their composition is as follows:
(in thousands of euro)
Deferred tax assets
Deferred tax liabilities
Total
12/31/2023
202,849
(990,870)
(788,021)
12/31/2022
176,969
(1,041,848)
(864,879)
Deferred tax assets and deferred tax liabilities are offset when the deferred taxes refer to the same
legal entity and the same taxation authority.
The item deferred tax liabilities mainly refers to the difference between the tax value and the
carrying amount of assets identified at the date of acquisition of the Pirelli Group by Marco Polo
Industrial Holding S.p.A., recorded in the Consolidated Financial Statements following the merger
by incorporation of the Parent company, Marco Polo Industrial Holding S.p.A. into Pirelli, which took
place during the course of 2016.
Their composition of deferred taxes gross of the offsets carried out, was as follows:
(in thousands of euro)
Deferred tax assets
- of which within 12 months
- of which beyond 12 months
Deferred tax liabilities
- of which within 12 months
- of which beyond 12 months
Total
12/31/2023
428,504
242,113
186,391
(1,216,525)
(190,225)
(1,026,300)
(788,021)
12/31/2022
389,128
221,722
167,405
(1,254,007)
(200,871)
(1,053,137)
(864,879)
534
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The composition of deferred taxes relative to temporary differences and tax losses carried forward,
is shown in the following table:
(in thousands of euro)
12/31/2023
12/31/2022
Deferred tax assets
Provisions for liabilities and charges
Property, plant and equipment
Leases
Provision for employee benefit obligations
Inventories
Tax losses carried forward
Trade receivables and other receivables
Trade payables and other payables
Other
Total
Deferred tax liabilities
Intangible assets
Property, plant and equipment
Leases
Provision for employee benefit obligations
Derivatives
Other
Total
78,740
14,851
46,611
44,751
58,546
86,447
41,331
11,686
45,541
428,504
(907,594)
(150,979)
(45,699)
(35,880)
(7,035)
(69,338)
(1,216,525)
80,189
15,018
45,931
38,281
44,236
85,085
43,725
3,949
32,714
389,128
(939,366)
(159,001)
(46,648)
(32,371)
(12,343)
(64,278)
(1,254,007)
The item “Other” relative to deferred tax assets, mainly includes deferred tax assets recognised on
surplus non-deducted interest expenses (euro 5,108 thousand) and on the benefit derived from ACE,
(Allowance for Corporate Equity) (euro 37,938 thousand).
The item “Other” relative to deferred tax liabilities, mainly includes deferred tax liabilities recorded
on the undistributed gains of the subsidiaries for which distribution in future financial years is
probable (euro 60,202 thousand).
The tax effect of gains and losses recognised directly in equity was positive to the amount of euro
12,692 thousand (negative to the amount of euro 5,836 thousand for 2022), and is reported in the
Statement of Comprehensive Income. These changes were mainly due to tax effects connected to
actuarial gains/losses on employee benefits, and to the fair value adjustment of cash flow hedge
derivatives.
At December 31, 2023 the value of deferred tax assets not recognised on tax losses amounted to
euro 102,770 thousand, while those related to temporary differences amounted to euro 47,794
thousand. The latter item mainly includes deferred tax assets not recognised on interest payables.
Deferred tax assets were not reported, in that no taxable income is expected to justify their recovery.
535
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The amounts for tax losses according to their expiry date, against which deferred tax assets are not
recognised, are shown below:
(in thousands of euro)
Year of expiry
2025
2026
2027
2028
2029
2030
2031
With no expiry date
Total
12/31/2023
12/31/2022
7,217
5,053
3,690
650
697
24
33
506,625
523,989
7,227
5,053
3,704
720
704
25
33
464,917
482,383
Of the total tax losses with no expiry date, euro 501,312 thousand refers to losses attributable to
subsidiaries in the UK, Spain and Brazil.
14. TRADE RECEIVABLES
Trade receivables can be analysed as follows:
(in thousands of euro)
Trade receivables
Bad debt provision
Total
Total
720,406
(71,000)
649,406
12/31/2023
Non-current
-
-
-
Current
720,406
(71,000)
649,406
Total
706,323
(69,877)
636,446
12/31/2022
Non-current
-
-
-
Current
706,323
(69,877)
636,446
The gross value of trade receivables amounted to euro 720,406 thousand (euro 706,323 thousand
at December 31, 2022). At the reporting date, receivables which were past due by more than 30
days gross of credit notes to be issued and net of credit enhancement instruments, amounted to
18% of the total exposure (21% at December 31, 2022).
Receivables which were past due and not yet due were evaluated in accordance to the Group’s
policy described in the section on the adopted accounting standards.
The item impaired receivables includes both significant individual positions subject to individual
impairment and positions with similar credit risk characteristics which were grouped together and
impaired on a collective basis. The calculation of the impairment is based on (i) a matrix which
includes the credit ratings of customers, provided by independent market assessors and on (ii) the
value of receivables, which takes the collateral and related insurance coverage into account.
Customer rating take into account amongst other things, the effects of exogenous risks that could
include, should customers be exposed to them in the specific markets in which they operate, the
536
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
risks linked to climate change, which determines the probability of default used in the calculation,
and which impacts the ceiling levels granted by the insurance company to each counterparty.
The changes in the bad debt provision were as follows:
(in thousands of euro)
Opening balance
Translation differences
Accruals
Decreases
Releases
Closing balance
12/31/2023
12/31/2022
69,877
(2,553)
11,419
(1,921)
(5,822)
71,000
72,979
3,889
8,982
(1,806)
(14,167)
69,877
Accruals to the bad debt provision are recognised net of releases, in the Income Statement under
“Net Impairment of Financial Assets”, (Note 34).
The carrying amount of trade receivables is considered to approximate their fair value.
Of the fully impaired trade receivables which were subject to legal action, it is estimated that an
amount not exceeding 10% of their gross value could be recovered.
15. OTHER RECEIVABLES
Other receivables were analysed as follows:
(in thousands of euro)
Financial receivables
Trade accruals and deferrals
Receivables from employees
Receivables from social security and welfare institutions
Receivables from tax authorities not related to income taxes
Other receivables
Bad debt provision for other receivables and financial receivables
Total
Total
229,856
33,447
8,579
2,168
473,852
91,687
839,589
(11,715)
827,874
12/31/2023
Non-current
122,430
3,986
459
-
253,513
37,839
418,227
(9,602)
408,625
Current
107,426
29,461
8,120
2,168
220,339
53,848
421,362
(2,113)
419,249
Total
386,229
42,303
4,994
689
436,647
113,367
984,229
(11,840)
972,389
12/31/2022
Non-current
114,000
7,195
436
-
83,278
35,475
240,384
(9,233)
231,151
Current
272,229
35,108
4,558
689
353,369
77,892
743,845
(2,607)
741,238
Financial receivables non-current (euro 122,430 thousand) refers mainly to euro 69,915
thousand, the sum as guarantees for tax and legal disputes in relation to the subsidiary Pirelli Pneus
Ltda. (Brazil) and remunerated at market rates, to euro 14,037 thousand, the sum deposited into
escrow accounts in favour of the pension funds of Pirelli UK Ltd., to euro 14,464 thousand in
contributions paid in cash at the time of signing an association in participation contract and to euro
7,240 thousand in loans, disbursed in favour of the Indonesian joint venture PT Evoluzione Tyres.
Financial receivables current (euro 107,426 thousand) refers mainly to euro 74,992 thousand for
the short-term portion of loans disbursed to the Jining Shenzhou Tyre Co., Ltd. joint venture, for
which there was no significant increase in credit risk compared to the date of disbursement. This
537
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
decrease compared to December 31, 2022 was mainly due to, the restitution, as provided for in the
applicable agreements, of the sum deposited into escrow accounts in favour of the pension funds of
Pirelli UK Ltd. and Pirelli UK Tyres Ltd. to the amount of euro 170,343 thousand, (the amount
deposited at December 31, 2022 had been euro 170,826 thousand and euro 483 thousand deposited
at December 31, 2023).
The item bad debt provision for other receivables and financial receivables (euro 11,715
thousand) mainly includes euro 10,968 thousand relative to the impairment of financial receivables.
The item receivables from tax authorities not related to income taxes (euro 473.852 thousand
compared to euro 436,647 thousand for at December 31, 2022) is mainly comprised of receivables
for IVA (value added tax) and other indirect taxes whose recoverability is expected in future financial
years.
Other receivables non-current (euro 37,839 thousand) refers mainly to amounts deposited as
guarantees for legal and tax disputes for the Brazilian companies (euro 34,572 thousand).
Other receivables current (euro 53.848 thousand) includes:
- advances to suppliers amounting to euro 18,130 thousand;
-
-
receivables from associates and joint ventures to the amount of euro 12,000 thousand,
mainly for royalties and the sale of materials and moulds;
receivables from the Prometeon Group to the amount of euro 8,950 thousand mainly for
royalties;
-
receivables to the amount of euro 3,088 thousand in yet to be collected state grants.
For other receivables current and non-current, the carrying amount is considered to approximate
their fair value.
16. TAX RECEIVABLES
Tax receivables refers to income taxes which amounted to euro 43,892 thousand (of which euro
11,318 thousand was non-current) compared to euro 36,704 thousand at December 31, 2022 (of
which euro 9,055 thousand was non-current).
538
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
17.
INVENTORIES
The following is an inventories analysis:
(in thousands of euro)
12/31/2023
12/31/2022
Raw and auxiliary materials and consumables
Sundry materials
Unfinished and semi-finished products
Finished products
Advances to suppliers
Total
198,585
16,294
83,580
1,072,160
817
1,371,436
302,609
10,854
85,542
1,056,359
2,347
1,457,711
The impairment of inventories, expressed net of restatements, amounted to euro 6,383 thousand (a
restatement of euro 788 thousand in 2022).
The reduction in raw material inventories compared to December 31, 2022, reflects the measures
implemented since the second half of 2022 to reduce raw material inventories, which had previously
been increased to ensure the continuity of business in the factories following tensions between
Russia and Ukraine. Finished product inventories, whose percentage of sales remained substantially
consistent with the previous financial year, were stable.
Inventories were not subject to any guarantee restrictions.
18.
OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH THE INCOME STATEMENT -
CURRENT
Other financial assets at fair value through the Income Statement - current amounted to euro 228,759
thousand at December 31, 2023, compared to euro 246,884 thousand at December 31, 2022.
The amount at December 31, 2023 included euro 196,198 thousand (euro 169,328 thousand at
December 31, 2022), relative to investments made by the Argentine subsidiary in listed
dollar-linked bond instruments, to mitigate the effects of depreciation on the local currency.
For unlisted securities, the fair value was determined by using estimates based on the best available
information.
Changes in the fair value for the period were recognised in the Income Statement as “Financial
Income”, Note 36.
539
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
19. CASH AND CASH EQUIVALENTS
Cash and cash equivalents went from euro 1,289,744 thousand at December 31, 2022 to euro
1,252,769 thousand at December 31, 2023, and refer to current bank account balances and short-
term bank deposits.
Details of the change in the balance are provided in the Consolidated Statement of Cash Flows.
These were concentrated in the treasury centres of the Group, and in companies that generate
liquidity and use it locally. They are mainly deployed, in accordance with risk diversification principles
and minimum rating levels, in the market for short-term deposits, with banking counterparties at
interest rates that are consistent with the prevailing market conditions. The credit risk associated
with cash and cash equivalents is considered to be limited as the counterparties are leading national
and international banks.
For the Statement of Cash Flow, the balance of cash and cash equivalents was recorded net of bank
overdrafts, in the amount of euro 3,918 thousand at December 31, 2023 (euro 6,356 thousand at
December 31, 2022).
20. EQUITY
20.1 Attributable to the Owners of the Parent Company
Equity attributable to the Owners of the Parent Company went from euro 5,323,794 thousand at
December 31, 2022 to euro 5,494,393 thousand at December 31, 2023.
The subscribed and paid-up share capital at December 31, 2023 amounted to euro 1,904,375
thousand and was represented by 1,000,000,000 registered ordinary shares without indication of
their nominal value.
The translation reserve, generated by the conversion into euro of the financial statements of
subsidiaries that use a currency other than the euro as their functional currency, was negative to the
amount of euro 667,280 thousand at December 31, 2023. Movements for the financial year included
a negative change of euro 156,894 thousand mainly, related to the subsidiaries in Argentina, Russia,
China and Turkey, which was partly offset by a positive change in Mexico and Brazil.
Changes in other reserves through Other Comprehensive Income went from a positive euro
12,768 thousand at December 31, 2022 to a negative euro 22,600 thousand at December 31, 2023,
mainly due to the negative effect of actuarial losses on pension funds (euro 30,050 thousand) and
of the cash flow hedge reserve (euro 22,418 thousand), which was partially offset by financial assets
at fair value through Other Comprehensive Income (positive to the amount of euro 4,408 thousand),
and the tax effect related to actuarial losses on pension funds and to the fair value adjustment of
derivatives designated as cash flow hedges (positive to the amount of euro 12,692 thousand).
540
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Other reserves/retained earnings went from euro 3,917,037 thousand at December 31, 2022 to
euro 4,279,898 thousand at December 31, 2023, essentially due to the net result for the financial
year (positive to the amount of euro 479,080 thousand), to hyperinflation in Argentina and Turkey
(positive to the amount of euro 86,749 thousand and euro 16,109 thousand, respectively, which was
counterbalanced by a negative translation reserve of euro 152,899 thousand and euro 14,354
thousand, respectively) and by approved dividends (negative to the amount of euro 218,000
thousand).
20.2 Attributable to Non-Controlling Interests
Equity attributable to Non-Controlling Interests went from euro 130,034 thousand at December
31, 2022 to euro 125,201 thousand at December 31, 2023, a decrease due to the fact that exchange
rate losses of euro 17,365 thousand and dividends paid to minority shareholders of euro 4,871
thousand, exceeded the positive change mainly due to the result for the financial year, which
equalled euro 16,825 thousand.
21. PROVISIONS FOR LIABILITIES AND CHARGES
Movements in the non-current portion of provisions that occurred during the period are shown
below:
PROVISION FOR LIABILITIES AND CHARGES -
NON-CURRENT PORTION (in thousands of euro)
12/31/2022
Currency
translation
differences
Increases
Uses
Releases
Reclass.
12/31/2023
Provision for labour disputes
Provision for tax risks not related to income taxes
Provision for environmental risks
Provision for restructuring and reorganisation
Provision for other risks and expenses
Total
16,915
4,863
31,563
-
48,335
101,676
(343)
(566)
306
-
36
(567)
9,183
178
4,142
-
10,211
23,714
(6,017)
(2,746)
(63)
(257)
(218)
-
(4,035)
(10,527)
-
(45)
-
(171)
(2,962)
-
-
-
(1,723)
(1,786)
16,929
4,218
35,748
-
52,653
109,548
Increases mainly refers to accruals to the provisions for labour disputes particularly for the Brazilian
subsidiaries to the amount of euro 8,361 thousand, and to accruals to the provisions for expenses
relative to the environmental remediation of disused areas in Italy. With regard to other risks, the
increase for the financial year mainly refers to the STI (Short Term Incentive) and LTI (2022-2024
and 2023-2025 Long Term Incentive) Plans for Directors.
Uses were mainly attributable to labour disputes to settle existing litigation.
Reclassifications refers mainly to the reclassification from non-current provisions to other payables
of the 2021-2023 LTI Plan accrued in previous years, which will be paid out during the first half-year
of 2024.
541
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Movements in the current portion of provisions that occurred during the period, are shown below:
PROVISION FOR LIABILITIES AND CHARGES -
CURRENT PORTION (in thousands of euro)
12/31/2022
Currency
translation
differences
Increases
Uses
Releases
Reclass.
12/31/2023
Provision for labour disputes
Provision for tax risks not related to income taxes
Provision for environmental risks
Provision for restructuring and reorganisation
Provisions for product claims and warranties
Provision for other risks and expenses
Total
209
2,822
2,366
1,756
12,743
21,354
41,250
(29)
(458)
3
71
(219)
192
(440)
414
726
1
-
1,366
8,002
10,509
(117)
(66)
(265)
-
(198)
(8,779)
(9,425)
(59)
(716)
-
-
(818)
(1,975)
(3,568)
(24)
131
319
-
-
(3,429)
(3,003)
394
2,439
2,424
1,827
12,874
15,365
35,323
Increases to the provisions for other risks were mainly attributable to the purchase of greenhouse
gas emission allowances, consistent with the provisions of the European Emission Trading Schemes
to the amount of euro 6,051 thousand.
Uses refer to greenhouse gas emission allowances, consistent with European Emission Trading
Schemes, to the amount of euro 5,845 thousand and to insurance risks.
22. PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS AND OTHER ASSETS
Provisions for Employee Benefit Obligations and Other Assets – non-current portion
The item is composed as follows:
(in thousands of euro)
31/12/2023
31/12/2022
Pension funds in surplus
Total other assets
Pension funds in deficit
Employees' leaving indemnities (TFR - Italian companies)
Healthcare plans
Other benefits
Total provisions for employee benefit obligations
115,894
115,894
68,554
19,830
12,079
79,755
180,218
120,481
120,481
70,171
20,064
13,075
77,248
180,558
Pension Funds
The following table shows the composition of pension funds at December 31, 2023:
(in thousands of euro)
12/31/2023
Germany
Sweden
Total unfunded
pension funds
USA
UK
Switzerland
Total funded
pension funds
Total
62,115
2,229
64,344
78,358
719,618
(77,526)
(835,512)
(115,894)
35,077
(31,699)
62,115
2,229
64,344
832
3,378
833,053
(944,737)
-
(115,894)
4,210
897,397
(944,737)
-
(115,894)
68,554
(47,340)
Present value of liabilities
Fair value of plan assets
Total Assets in surplus
Total Liabilities in deficit
Total pension funds
542
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The following table shows the composition of pension funds at December 31, 2022:
(in thousands of euro)
12/31/2022
Present value of liabilities
Fair value of plan assets
Total Assets in surplus
Total Liabilities in deficit
Total pension funds
Germany
Sweden
Total unfunded
pension funds
USA
UK
Switzerland
Total funded
pension funds
Total
63,611
2,108
65,719
86,967
722,365
(83,436)
(842,846)
(120,481)
63,611
2,108
65,719
3,531
32,191
(31,270)
921
841,523
(957,552)
(120,481)
4,452
907,242
(957,552)
(120,481)
70,171
(50,310)
The characteristics of the main pension funds in place at December 31, 2023 were as follows:
Germany: this is an unfunded defined benefits plan based on final salary. This fund guaranteed
a pension in addition to the state pension. The plan was closed in October 1982. Consequently,
the participants to this plan are employees whose employment had begun prior to that date;
USA: this is a funded defined benefits plan based on final salary, and is administered through a
Trust. This fund guaranteed a pension in addition to the state pension. The plan was closed in
2001 and frozen in 2003 for employees who then transferred to a defined contribution scheme.
All the participants of the plan are non-active;
UK: these are funded defined benefits plans based on salary trends. This fund guarantees a
pension in addition to the state pension and is administered through a Trust. These plans,
managed by the subsidiary Pirelli Tyres Ltd. were closed in 2001 to new participants and frozen
during the course of 2010 for employees hired prior to 2001, who were then offered a transfer to
a defined contribution plan. The plan was operated by the subsidiary Pirelli UK Ltd., and included
the employees in the Cables and Systems sector which was sold in 2005, and was already frozen
in 2005 at the date of the disposal. The surplus recognised at December 31, 2023 relative to
provisions still outstanding was equal to the recoverable amount, assuming the gradual
extinguishing of the plan liabilities over time. All the participants of the plan are non-active;
Sweden: this a defined benefits plan (ITP2), which is closed to new participants. The only
participants are retired employees (pensioners) and deferred pensioners. It is based on
percentages applied to different wage and salary brackets. All the participants of the plan are
non-active;
Switzerland: these are funded defined benefit plans that guarantee a pension in addition to the
state pension and are open to new employees. The pension is based on contributions paid.
543
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Movements for 2023 in the defined benefits pension funds (refers to funded and unfunded
pension funds), were as follows:
(in thousands of euro)
Opening balance at January 1, 2023
Currency translation differences
Movements through Income Statement:
- current service costs
- past service costs
- interest expense / (income)
Remeasurements recognised in equity:
- actuarial (gains) / losses from change in demographic assumptions
- actuarial (gains) / losses from change in financial assumptions
- experience adjustment (gains) / losses
- return on plan assets, net of interest income
- change in asset ceiling
Employer contributions
Employee contributions
Benefits paid
Employer settlement payment
Other
Closing balance at December 31, 2023
Present value of
gross liabilities
Fair value of
plan assets
907,014
14,034
874
(20)
43,187
44,041
(24,757)
22,365
(3,032)
-
-
(5,424)
-
618
(62,894)
-
8
897,397
(957,552)
(16,394)
-
-
(47,031)
(47,031)
-
-
-
35,539
-
35,539
(21,763)
(618)
57,480
-
5,602
(944,737)
Impact of minimum
funding
requirement/asset
ceiling
228
4
(232)
(232)
-
Total
(50,310)
(2,356)
874
(20)
(3,844)
(2,990)
(24,757)
22,365
(3,032)
35,539
(232)
29,883
(21,763)
-
(5,414)
-
5,610
(47,340)
Movements for 2022 in the defined benefits pension funds (refers to funded and unfunded
pension funds), were as follows:
(in thousands of euro)
Opening balance at January 1, 2022
Currency translation differences
Movements through Income Statement:
- current service costs
- past service costs
- interest expense / (income)
Remeasurements recognised in equity:
- actuarial (gains) / losses from change in demographic assumptions
- actuarial (gains) / losses from change in financial assumptions
- experience adjustment (gains) / losses
- return on plan assets, net of interest income
- change in asset ceiling
Employer contributions
Employee contributions
Benefits paid
Employer settlement payment
Other
Closing balance at December 31, 2022
Present value of
gross liabilities
Fair value of
plan assets
1,420,930
(38,305)
(1,488,642)
45,564
1,244
94
24,549
25,887
(2,933)
(484,721)
50,329
-
-
-
(26,529)
(26,529)
-
-
-
469,181
(437,325)
469,181
-
567
(64,824)
-
84
907,014
(20,196)
(567)
59,415
-
4,222
(957,552)
Impact of minimum
funding
requirement/asset
ceiling
Total
4
-
224
224
228
(67,712)
7,263
1,244
94
(1,980)
(642)
(2,933)
(484,721)
50,329
469,181
224
32,080
(20,196)
-
(5,409)
-
4,306
(50,310)
Current and past service costs are included under “Personnel Expenses” (Note 31), and net interest
payables are included under “Financial Expenses” (Note 37).
544
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The following table shows the composition of funded pension fund assets:
(in thousand of euro)
Shares
Bonds
Insurance policies
Deposits
Balanced funds
Real Estate
Derivatives
Total
listed
22,660
426,206
-
46,134
14,386
7,993
130,853
648,232
12/31/2023
unlisted
142,736
36,332
5,409
25,065
34,085
43,253
9,625
296,505
total
165,396
462,538
5,409
71,199
48,471
51,246
140,478
944,737
%
17.5%
49.0%
0.6%
7.5%
5.1%
5.4%
14.9%
100.0%
listed
12/31/2022
unlisted
36,903
388,683
2,190
194,809
10,063
6,498
(6,990)
632,156
138,495
45,547
2,967
54,340
43,140
51,374
(10,468)
325,395
total
175,398
434,230
5,157
249,149
53,203
57,872
(17,458)
957,551
%
18.3%
45.3%
0.5%
26.0%
5.6%
6.0%
-1.7%
100.0%
The main risks to which the Group is exposed in relation to the pension funds are detailed as follows:
volatility of the plan assets: in order to be able to balance liabilities, the investment strategy
cannot limit its horizons exclusively to risk free assets. This implies that some investments, such
as listed securities represent high volatility in the short-term, and this exposes the plans to the
risk of short-term declines in asset values and consequently increased imbalances. However,
this risk is mitigated by diversifying investments into numerous investment classes, through
different investment managers, through different investment styles and with exposures to
multiple factors which are not perfectly correlated to each other. Moreover, the investments are
continuously revised in response to market conditions, and adjusted in order to maintain the
overall risk at acceptable levels;
changes in bond yields and expected inflation: expectations of falling bond yields and/or rising
inflation which leads to an increase in the value of liabilities. The plans reduce this risk through
investments in liability hedging assets. In the United Kingdom, the protection guaranteed by a
portfolio of this type has been built up over the years, and as of the second quarter of 2014 it had
reached a coverage of between 100% and 115% of the value of the liabilities covered by the
assets;
life expectancy: an increase in life expectancies leads to an increase in the value of the plan
liabilities. The UK plans completed a process during the course of 2016 that allowed them,
through longevity swaps entered into with a pool of insurers, to cover approximately 50% of this
risk. However, prudent assumptions are used to assess residual risks and the adequacy of these
assumptions is reviewed periodically.
In the UK the management of the plan assets has been delegated, under the supervision and within
a precise mandate attributed by the Trustees, to a Fiduciary Manager who operates in accordance
with a Liability Driven Investment (LDI) model, that is, using the liability benchmark so as to minimise
the volatility (and therefore the risk) of the deficit, which has in fact been reduced to more than one
third of the levels which existed prior to its introduction (at the beginning of 2011).
The key parameters of this mandate were as follows:
a mix of assets that is managed dynamically over time rather than through a fixed strategic
allocation;
545
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
hedged coverage of approximately 100%-115% (on the value of assets) of the interest rate and
inflation risk - expressed as the percentage of the value of the assets - through the use of debt
instruments (government bonds) and derivatives;
the management of exchange rate risk, with the objective of hedging at least 70% of the exposure
to the foreign currencies in the portfolio, through the use of forward contracts.
In the UK, the funding arrangements and funding policies are revised every three years. This review
is currently underway. In the United States funding evaluations are carried out on an annual basis.
The contributions which are expected to be paid into unfunded pension funds during the 2024
financial year amount to euro 5,186 thousand, while for funded pension funds the amount expected
is euro 23,105 thousand.
Employees’ Leaving Indemnities (TFR)
Movements for the year in the provision for employees’ leaving indemnities were as follows:
(in thousands of euro)
Opening balance
Movements through Income Statement:
- current service cost
- interest expense
Remeasurements recognised in equity:
- actuarial (gains) / losses arising from changes in financial assumptions
Liquidation/advances
Other
Closing balance
12/31/2023
12/31/2022
20,064
26,123
121 53
917 279
598
(5,179)
(1,772) (619)
(98) (593)
20,064
19,830
The current service cost, for services rendered by employees, is included under “Personnel
Expenses” (Note 31) and interest payables are included under “Financial Expenses” (Note 37).
Healthcare Plans
This item refers exclusively to the healthcare plan in place in the United States.
(in thousands of euro)
Liabilities recognised in the Financial Statements at 12/31/2023
Liabilities recognised in the Financial Statements at 12/31/2022
US
12,079
13,075
546
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Movements for the period were as follows:
(in thousands of euro)
12/31/2023
12/31/2022
Opening balance
Translation differences
Movements through Income Statement:
- current service cost
- interest expense
Remeasurements recognised in equity:
- actuarial / (gains) losses arising from changes in financial assumptions
- effect of experience adjustments
Grant/benefits paid
Closing balance
13,075
(442)
1
634
221
(471)
(939)
12,079
15,597
1,010
1
405
(2,299)
(680)
(959)
13,075
The service cost is included under “Personnel Expenses” (Note 31), and interest payables are
included under “Financial Expenses” (Note 37).
The contributions which are expected to be paid into the healthcare plan during the 2024 financial
year, amount to euro 1,346 thousand.
Additional Information on Post-Employment Benefits
Net actuarial losses accrued during 2023 and recorded directly in Other Comprehensive Income
amounted to euro 30,025 thousand, (net actuarial losses at December 31, 2022 had amounted to
euro 27,546 thousand).
The main actuarial assumptions used at December 31, 2023 were the following:
Italy
Germany
Sweden
UK
US
Switzerland
Discount rate
Inflation rate
3.40%
2.00%
3.50%
2.00%
3.10%
1.60%
4.80%
3.29%
4.90%
N/A
1.45%
1.75%
The main actuarial assumptions used at December 31, 2022 were the following:
Italy
Germany
Sweden
UK
USA
Switzerland
Discount rate
Inflation rate
4.05%
2.50%
4.10%
2.25%
3.90%
1.90%
4.95%
3.39%
5.20%
N/A
2.30%
1.75%
The following table presents an analysis of the payment deadlines relative to post-employment
benefits:
(in thousands of euro)
within 1 year
1 to 2 years
3 to 5 years 6 to 10 years
Total
Pension funds
Employees' leaving indemnities (TFR)
Healthcare plans
Total
60,561
1,937
1,346
63,844
60,953
2,154
1,309
64,416
185,910
5,572
3,652
195,134
317,541
8,316
4,848
330,705
624,965
17,979
11,155
654,099
547
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The weighted average duration of post-employment benefit obligations equalled 11.19 years for
pension funds (11.30 years at December 31, 2022), 8.00 years for employees’ leaving indemnities
(7.38 years at December 31, 2022) and 6.68 years for medical assistance plans (6.84 years at
December 31, 2022).
The following table shows a sensitivity analysis for the actuarial assumptions of significance at the
end of the financial year:
(in %)
Impact on post employment benefits
Discount rate
Inflation rate (only UK plans)
0.25% decrease of
0.25% increase of
2.67%
2.13%
increase of
decrease of
2.80%
2.10%
Change in
assumptions
Increase in assumptions
Decrease in assumptions
At the end of 2022 the situation was as follows:
(in %)
Impact on post employment benefits
Discount rate
Inflation rate (only UK plans)
0.25% decrease of
0.25% increase of
2.72%
2.17%
increase of
decrease of
2.86%
2.19%
Change in
assumptions
Increase in assumptions
Decrease in assumptions
The sole purpose of the above analysis is to estimate the change in the liability, as the discount rate
and the UK inflation rate change in respect of the central assumption for the rates themselves,
instead of referring to an alternative set of assumptions.
This sensitivity analysis on the liability for post-employment benefits is based on the same
methodology used to calculate the liability recognised in the Financial Statements.
Other Long-Term Benefits
The composition of other benefits was as follows:
(in thousands of euro)
12/31/2023
12/31/2022
Long Term Incentive plans
Jubilee awards and other long-term benefits
Leaving indemnities
Total
24,532
43,961
11,262
79,755
27,976
35,197
14,075
77,248
The item “Long-Term Incentive Plans” refers to the amount earmarked for the 2022-2024 and
2023-2025 three-year monetary LTI Plans intended for the Group’s management, while the portion
related to the 2021-2023 LTI Plan was reclassified from provisions for employee benefit obligations,
to payables to employees under the item “Other payables” (Note 25), as it will be settled during the
first half of 2024. It should be noted that the existing incentive plans are based on a “rolling”
548
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
mechanism (that is, each year a new three-year Incentive Plan is proposed). For further details,
reference should be made to the Remuneration Report in the 2023 Annual Report.
23. BORROWINGS FROM BANKS AND OTHER FINANCIAL INSTITUTIONS
Borrowings from banks and other financial institutions were as follows:
(in thousands of euro)
Bonds
Borrowings from banks
Borrowings from other financial institutions
Lease liabilities
Accrued financial expenses and deferred financial income
Other financial payables
Total
Total
1,095,029
2,316,825
29,494
482,485
37,759
2,614
3,964,205
The item bonds refers to:
12/31/2023
Non-current Current
Total
713,097
-
1,095,029
1,696,123 620,702 3,239,972
41,382
29,494
485,485
99,096
9,384
37,759
1,180
2,476
3,174,678 789,527 4,490,500
-
383,389
-
137
12/31/2022
Non-current Current
490,452 222,645
2,803,122 436,850
41,382
-
88,988
396,497
9,384
-
1,140
40
3,690,111 800,389
-
-
the senior unsecured guaranteed equity-linked non-interest-bearing bond loan (the
“convertible bond loan”), with a nominal value of euro 500 million maturing on December 22,
2025. This bond loan, reserved for institutional investors, was issued by Pirelli & C. S.p.A. on
December 22, 2020, guaranteed by Pirelli Tyre S.p.A., and admitted for trading on the Vienna
MTF, a multilateral trading facility operated by the Vienna Stock Exchange. The bond loan is
convertible, at the discretion of the bondholders, into new ordinary shares of the Company at
the price of euro 6.0173 per share (originally euro 6.235 per share), subject to further anti-
dilutive adjustments as provided for in the loan regulations. At December 31, 2023, the
component recorded under financial payables non-current amounted to euro 480.2 million.
The difference in the nominal value refers to the fair value of the option held by the
subscribers of the loan and their option to convert the bond loan into new ordinary shares of
the Company at a predefined price. This value was recognised at inception under equity
reserves to the amount of euro 41.2 million;
the “Schuldschein” financing with a floating interest rate (EURIBOR + spread) for a total
nominal amount of euro 20 million, classified entirely under non-current financial payables
(maturing July 2025). The financing, signed by leading market operators, was originally
composed of three tranches totalling euro 525 million: one tranche of euro 82 million maturing
in three years (original maturity in July 2021), which was repaid in advance in January 2021,
a second tranche of euro 423 million maturing in five years (original maturity July 2023), of
which a portion to the amount of euro 200 million was repaid in advance in January 2022 and
the remaining euro 223 million in January 2023, and a third tranche of euro 20 million
maturing in seven years (original maturity July 2025).
- a rated sustainability-linked bond loan with a nominal value of euro 600 million, placed on
January 11, 2023 with international institutional investors, with a fixed coupon of 4.25% and
maturing in January 2028. The transaction, fully classified under non-current financial
549
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
liabilities, was issued as part of the EMTN Programme (Euro Medium Term Note
Programme), and approved by the Board of Directors on February 23, 2022. These securities
are listed on the Luxembourg Stock Exchange. The regulation governing these securities
provides for each of the two contractually specified sustainability parameters, with a coupon
increase of 0.25%, in the event that each of the relevant targets is not met by 2025. The
notes were assigned a rating of BBB- with a stable outlook, by the two rating agencies
Standard & Poor’s and Fitch.
The carrying amount for the item bonds was determined as follows:
(in thousands of euro)
12/31/2023
12/31/2022
Nominal value
Equity component of the convertible bond loan
Transaction costs
Bond loan discount
Amortisation of the effective interest rate
Non-monetary interest on convertible bond loan
Total
1,120,000
(41,791)
(11,244)
(1,776)
5,085
24,755
1,095,029
743,000
(41,791)
(8,046)
-
3,534
16,400
713,097
The item borrowings from banks, which amounted to euro 2,316,825 thousand, is subdivided as
follows:
(in thousands of euro)
Club Deal EUR 1.6 bn ESG 2022 5y
Club Deal EUR 800m ESG 2020 5y
Bilateral ESG EUR 400m 2021 3y facility
Bilateral ESG EUR 300m 2023 2.5y facility
Borrowings from local banks
Total borrowings from banks
It mainly refers to:
Due Date
Interest rate
22/02/2027 EURIBOR + spread
02/04/2025 EURIBOR + spread
27/12/2024 EURIBOR + spread
02/27/2026 EURIBOR + spread
12/31/2023
Nominal value Balance Non - current
598,206
798,450
-
299,467
-
1,696,123
598,206
798,450
399,605
299,468
221,096
2,316,825
600,000
800,000
400,000
300,000
Current
-
-
399,605
-
221,097
620,702
the use of the “Club Deal EUR 1.6bn ESG 2022 5y” financing by Pirelli & C. S.p.A. to the
amount of euro 598,206 thousand, classified under non-current financial payables. This
financing facility, with a floating interest rate (EURIBOR + spread), is guaranteed by Pirelli
Tyre S.p.A, and was signed on February 21, 2022, with a pool of leading Italian and
international banks, with a five year maturity. This facility, which is geared to the Group’s
ESG objectives, consists of three tranches totalling euro 1.6 billion, distributed as follows:
o
the Pirelli & C. S.p.A. term loan with a nominal value of euro 600,000 thousand that
was fully utilised and a revolving cash credit facility for euro 100,000 thousand, which
as of December 31, 2023 had not been utilised;
o
the Pirelli International Treasury S.p.A. revolving cash credit facility for euro 900,000
thousand, which at December 31, 2023 had not been utilised.
550
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
the “Club Deal EUR 800m ESG 2020 5y” financing for euro 798,450 thousand relative to the
euro 800 million credit facility with a floating interest rate (EURIBOR + spread), guaranteed
by Pirelli Tyre S.p.A., signed on March 31, 2020 with a pool of leading Italian and international
banks, with a five year maturity (classified under non-current financial payables). This bank
credit facility consists of a so-called “sustainable” tranche of euro 600 million, which is geared
towards the Group’s financial and environmental sustainability objectives (sustainable KPIs),
as well as a so-called “circular economy” tranche, which is geared to the Group’s circular
economy objectives. It should be noted that following the most recent accounting for the
sustainable KPIs and having achieved the targets for the year, the Group is benefiting from
the related incentives to reduce the cost of the credit facility for the “sustainable” tranche.
Accounting for the “circular economy” tranche is instead expected to occur only with results
of the 2023 financial year;
the “bilateral ESG 400m 2021 3y facility” for euro 399,605 thousand relative to the bilateral
loan for a nominal amount of euro 400 million disbursed in December 2021 in favour of Pirelli
& C. S.p.A. by a leading bank, with a maturity of three years and guaranteed by Pirelli Tyre
S.p.A. This financing, at a floating rate (EURIBOR + spread), is geared to the Group’s
sustainability targets and is classified among current financial payables;
the “bilateral ESG 300m 2023 2.5y facility” for euro 299,467 thousand relative to the bilateral
financing for a nominal amount of euro 300 million, disbursed in July 2023 in favour of Pirelli
& C. S.p.A. by a leading bank, with maturity in February 2026, guaranteed by Pirelli Tyre
S.p.A. The loan, at a variable rate (EURIBOR + spread), is geared to certain sustainability
targets of the Group and is classified among non-current financial payables;
euro 141,175 thousand (euro 255,750 thousand at December 31, 2022) is related to financing
disbursed in Brazil by local and international banks, and is entirely classified among current
borrowings from banks;
borrowings from banks and the use of credit facilities granted by banking institutions in China
(equivalent to euro 27,322 thousand and classified under current borrowings from banks), in
Russia (equivalent to euro 25,204 thousand and entirely classified under current borrowings
from banks), and in Turkey (equivalent to euro 20,240 thousand and classified under current
borrowings from banks).
In December 2023, Pirelli signed an agreement with a selected pool of international banks for a
committed revolving credit facility for the amount of euro 500 million with a maturity of four years
(December 2027). Under the agreement signed with the pool of banks, Pirelli will be able to
parameterise the new credit facility to the new Science Based Targets which the Company will define
as part of the new Industrial Plan. At December 31, 2023, the facility was unutilised and therefore
wholly included in the calculation of the liquidity margin.
At December 31, 2023, the Group had, a liquidity margin of euro 2,981,527 thousand, calculated as
the sum of cash and cash equivalents and other financial assets at fair value through the Income
Statement current, to the amount of euro 228,759 thousand (euro 246,884 thousand at December
551
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
31, 2022) and unutilised credit facilities of euro 1,500,000 thousand (increased by euro 500 million
compared to December 31, 2022, due to the new revolving credit facility signed in December 2023).
The above-mentioned liquidity margin is sufficient to cover financial debt maturities until the first
quarter of 2028.
Lease liabilities represent the financial liabilities relative to leasing contracts.
Non-discounted future payments for lease contracts, for which the exercise of extension options is
not considered to be reasonably certain, and which were therefore not included in the item lease
liabilities, amounted to euro 148,501 thousand at December 31, 2023 (euro 126,170 thousand at
December 31, 2022).
Accrued financial expenses and deferred financial income (euro 37,759 thousand) mainly refers
to accrued interest matured on bond loans to the amount of euro 24,780 thousand (euro 2,002
thousand at December 31, 2022), and to accrued interest on borrowings from banks to the amount
of euro 11,939 thousand (euro 6,640 thousand at December 31, 2022).
The change in total borrowings from banks and other financial institutions for 2023 is
composed as follows:
(in thousands of euro)
Borrowings from banks and other financial institutions at December 31, 2022
Bond repayment "EMTN program"
Bond repayment "Schuldschein"
Repayment Bilateral EUR 600m 2019 facility
Repayment “Club Deal EUR 400m ESG 2022 19m” financing
Transaction costs
Issuance of bilateral 300m 2023 facility
Issuance of "SLB notes" EUR 600m
Financial inflows for the local credit facilties of Group companies
Financial outflows for the local credit facilties of Group companies
Repayment of lease liabilities
Cash changes
Amortised cost for the period
Translation differences and other changes for the period
Increases in lease liabilities
Remeasurement and early termination
Non-cash changes
Borrowings from banks and other financial institutions at December 31, 2023
4,490,500
(125,000)
(223,000)
(600,000)
(400,000)
6,866
300,000
600,000
204,726
(293,061)
(120,455)
(649,925)
14,959
(13,799)
70,110
52,360
123,630
3,964,205
552
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The change in total borrowings from banks and other financial institutions for 2022 is
composed as follows:
(in thousands of euro)
Borrowings from banks and other financial institutions at December 31, 2021
Bond repayment "EMTN program"
Bond repayment "Schuldschein"
Repayment of unsecured financing (Facilities)
Repayment of bilateral facilities
Transaction costs
Issuance of unsecured "Club Deal EUR 1.6bn ESG 2022 5y" financing.
Issuance of “Club Deal EUR 400m ESG 2022 19m” financing
Financial inflows for the local credit facilties of Group companies
Financial outflows for the local credit facilties of Group companies
Repayment of lease liabilities
Cash changes
Amortised cost for the period
Translation differences and other changes for the period
Increases in lease liabilities
Remeasurement and early termination
Non-cash changes
Borrowings from banks and other financial institutions at December 31, 2022
5,278,618
(553,000)
(200,000)
(960,280)
(100,000)
(4,477)
600,000
400,000
327,369
(296,052)
(114,513)
(900,953)
16,350
2,250
75,953
18,282
112,835
4,490,500
At December 31, 2023, there were no financial payables secured by collateral guarantees (pledges
and mortgages).
For current financial payables, it is considered that their carrying amount approximates their relative
fair value.
For non-current financial payables, with the exception of lease obligations, the fair value is shown
below, compared to the carrying amount, in line with the requirements of IFRS 7 - Financial
Instruments: Disclosures:
(in thousands of euro)
Bonds
Borrowings from banks
Other financial payables
Total
12/31/2023
12/31/2022
Carrying amount
Fair value
Carrying amount
Fair value
1,095,029
1,696,123
137
2,791,289
1,114,812
1,724,866
137
2,839,815
490,452
2,803,122
40
3,293,614
462,098
2,817,306
40
3,279,444
The fair value of the debt component of the convertible bond, of the “Schuldschein” financing and of
current borrowings from banks, was calculated by discounting each expected debt cash flow at the
market swap-rate for the currency and the relevant maturity date, increased by the Group’s credit
rating for other debt instruments that are similar in nature and technical characteristics, and therefore
rank in level 2 of the hierarchy as provided for by IFRS 13 - Fair Value Measurement.
553
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The fair value of the rated sustainability-linked bond issued by Pirelli & C. S.p.A. as part of the EMTN
programme is listed, and its relative fair value was measured using year-end prices. Therefore, it
was classified in level 1 of the hierarchy provided for by IFRS 13 – Fair Value Measurement.
The apportionment of borrowings from banks and other financial institutions according to
the currency of origin for the debt, was as follows:
(in thousands of euro)
EUR
USD (US Dollar)
CNY (Chinese Renminbi)
RUR (Russian Rouble)
RON (Romanian Leu)
BRL (Brasilian Real)
SEK (Swedish Krona)
GBP (British Pound Sterling)
TRY (Turkish Lira)
JPY (Japanese Yen)
MXN (Mexican Peso)
AUD (Australian Dollar)
SGD (Singapore Dollar)
KRW (South Korean Won)
Other Currencies
Total
12/31/2023
12/31/2022
3,592,999
157,047
48,487
28,584
3,427
50,872
25,742
22,265
23,306
2,445
1,790
3,107
1,452
1,072
1,610
3,964,205
4,020,618
256,445
63,167
45,305
3,112
34,554
25,467
21,879
8,533
640
3,067
4,309
913
708
1,782
4,490,500
At December 31, 2023, there were outstanding interest rate derivatives on some floating-rate debt.
Considering the effects of hedging derivatives, the Group’s exposure to changes in interest rates on
financial payables, both in terms of the type of interest rate and in terms of the date of the
renegotiation of the same (resetting), was subdivided between:
floating rate payables to the amount of euro 1,639,917 thousand, whose interest rate is
subject to a reset during the course of 2024;
fixed rate payables to the amount of euro 2,247,244 thousand, whose interest rate is not
subject to any reset until the natural maturity of the debt to which it refers (euro 268,826
thousand with maturity in the next twelve months and euro 1,978,418 thousand euro with
maturity beyond twelve months).
With reference to the cost of debt, the year-on-year figure at December 31, 2023, (calculated as the
average for the last twelve months) stood at 5.08%, compared to 4.04% at December 31, 2022. This
increase was mainly due to rising interest rates in the Eurozone.
554
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
With reference to the presence of financial covenants, it should be noted that a portion, equal to euro
25,203 thousand, of the borrowings from banks, held by the Russian affiliate, is subject to the
following financial covenants:
a) the current portion amounting to euro 16,130 thousand: a maximum ratio between the net
debt and the gross operating margin, and a maximum ratio of net debt to equity;
b) the current portion amounting to euro 9,073 thousand: a maximum ratio of net debt to gross
operating margin, and a maximum ratio between net short-term debt plus interest paid and
the gross operating margin.
The failure to comply with these financial covenants is identified as an event of default.
Specifically, an event of default or non-performance will result in the termination of the contract and
the early repayment of the loan.
For the sake of completeness, it should be noted that the obligation to comply with the financial
covenants provided for by the “Schuldschein” financing signed in July 2018, by the “Club Deal EUR
800m ESG 2020 5y” financing signed in March 2020, have ceased to apply due to the achievement
of certain levels of Total Net Leverage identified in the relevant contracts.
In reference to other financial payables, the Group was not subject to financial covenants at
December, 2023.
It should be noted that at December 31, 2023, no event of default or non-performance event had
occurred.
The “Club Deal EUR 1.6bn ESG 2022 5y” financing, the “Schuldschein” financing, the “Club Deal
EUR 800m ESG 2020 5y” financing, the “bilateral ESG 400m 2021 3y facility”, the “bilateral EUR
300m ESG 2023 2.5y facility” and the “Revolving 500m 4y committed credit facility” also contain
Negative Pledge clauses and/or other customary provisions whose terms are consistent with market
standards for each of the above types of credit facility.
24. TRADE PAYABLES
Trade payables were composed as follows:
(in thousands of euro)
Trade payables
Bill and notes payable
Total
Total
1,864,417
135,001
1,999,418
12/31/2023
Non-current
-
-
-
Current
1,864,417
135,001
1,999,418
Total
1,867,567
105,729
1,973,296
12/31/2022
Non-current
-
-
-
Current
1,867,567
105,729
1,973,296
For trade payables, it is considered that their carrying amount approximates their relative fair value.
555
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The increase in trade payables, compared to the previous financial year, was consistent with the
growth of the business. Trade payables accounted for 30.1% of sales, essentially in alignment with
the percentage at December 2022 (29.8%).
25. OTHER PAYABLES
Other payables were as follows:
(in thousands of euro)
Accrued expenses and deferred income
Tax payables not related to income taxes
Payables to employees
Payables to social security and welfare intitutions
Dividends approved
Contract liabilities
Other payables
Total Other payables
Total
58,149
98,643
187,192
77,112
1,374
3,222
64,413
490,105
12/31/2023
Non-current
38,664
7,209
2,458
28,436
-
10
1,155
77,932
Current
Total
19,485
91,434
184,734
48,676
1,374
3,212
63,258
412,173
67,870
93,431
191,312
68,203
147
7,977
51,212
480,152
12/31/2022
Non-current
42,125
6,539
3,588
21,276
-
12
1,034
74,574
Current
25,745
86,892
187,724
46,927
147
7,965
50,178
405,578
Accrued expenses and deferred income non-current refers to euro 36,952 thousand in capital
contributions received for investments made mainly in Romania, whose benefits are recognised in
the Income Statement in proportion to the costs for which the contribution was disbursed.
Accrued expenses and deferred income current includes euro 12,121 thousand in government
grants and tax incentives received mainly in Italy and Romania and euro 1,538 thousand for
insurance costs coverage in some European countries.
The item tax payables not related to income taxes is mainly comprised of IVA payables (value
added tax) and other indirect taxes, withholding taxes for employees and other taxes not related to
income taxes.
The item payables to employees mainly includes amounts matured during the period but not yet
paid.
The item contract liabilities from contracts with customers, refers to advanced payments received
from customers for which the performance obligation has not yet been completed, pursuant to the
provisions of IFRS 15.
The item other payables (euro 64,413 thousand) mainly includes:
euro 16,689 thousand in payables to Directors, Auditors and supervisory bodies;
euro 10,086 thousand in refunds received from the tax authorities for tax disputes for which the
outcome of the final judgement remains uncertain;
euro 8,318 thousand in payables to representatives, agents, professionals and consultants;
556
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
euro 7,979 thousand for debts relating to customs duties, import and transport costs.
26. TAX PAYABLES
Tax payables were for the most part for national and regional income taxes in different countries
and amounted to euro 119,584 thousand, (of which euro 14,391 thousand was for non-current
payables), compared to euro 114,884 thousand at December 31, 2022, (of which euro 12,780
thousand was for non-current payables). Income tax payables included the assessments made by
Management with respect to the possible effects of uncertainty regarding the treatment of income
taxes.
27. DERIVATIVE FINANCIAL INSTRUMENTS
The item includes the fair value measurement of derivative instruments. The details are as follows:
(in thousands of euro)
12/31/2023
12/31/2022
Non-
current
assets
Current
assets
Non-
current
liabilities
Current
liabilities
Non-
current
assets
Current
assets
Non-
current
liabilities
Current
liabilities
Derivative Financial Instruments not in Hedge Accounting
Foreign exchange derivatives - commercial positions
Foreign exchange derivatives - included in net financial position
-
-
5,667
7,360
Derivative Financial Instruments in Hedge Accounting
- cash flow hedge:
Interest rate derivatives - included in net financial position
12,886
- net investment hedge
Foreign exchange derivatives - investment in foreign operations
-
-
-
12,886
13,027
Total derivatives included in net financial position
12,886
7,360
-
-
-
-
-
-
(3,058)
(18,184)
-
-
4,390
10,923
-
-
26,430
3,300
(21,242)
26,430
-
4,068
22,681
(18,184)
26,430
14,223
-
-
-
-
-
-
(4,512)
(15,046)
-
-
(19,558)
(15,046)
557
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The composition of the items according to the type of derivative instrument was as follows:
(in thousands of euro)
Current assets
12/31/2023
12/31/2022
Forward foreign exchange contracts - fair value recognised in the Income Statement
13,027
Interest rate swaps - cash flow hedge
Forward foreign exchange contracts - net investment hedge
Total current assets
Non-current assets
Interest rate swaps - cash flow hedge
Current liabilities
Total non-current assets
-
-
13,027
12,886
12,886
15,312
3,300
4,068
22,681
26,430
26,430
Forward foreign exchange contracts - fair value recognised in the Income Statement
Total current liabilities
(21,242)
(21,242)
(19,558)
(19,558)
Derivative Financial Instruments not in Hedge Accounting
The value of exchange rate derivatives included in current assets and liabilities corresponds to the
fair value measurement of forward currency buy/sell contracts outstanding at the closing date for the
period. These are transactions which mirror the commercial and financial transactions of the Group,
and for which the hedge accounting option has not been adopted. Their fair value was determined
by using the forward exchange rate at the reporting date.
Derivative Financial Instruments in Hedge Accounting
The value of interest rate derivatives recognised under non-current assets to the amount of euro
12,886 thousand, refers to the fair value of seven interest rate swaps used to hedge the following
financing contracts:
Derivative
Hedged element
Notional amount
(Euro million)
Start date
Maturity
IRS
IRS
Schuldschein
Club Deal EUR 1.6 bn ESG 2022 5y
Total
20.0
500.0
520.0
July 2020
February 2023
July 2025
receive floating / pay fixed
February 2026 receive floating / pay fixed
For these derivatives, cash flow hedge accounting was adopted. The hedged items were: the floating
rate future interest streams from the “Schuldschein” and “Club Deal EUR 1.6bn ESG 2022 5y”
financing, (refer to Note 23, “Borrowings from Banks and Other Financial Institutions”).
The change in the fair value for the period was negative to the amount of euro 4,776 thousand. This
change was entirely suspended under Other Comprehensive Income.
558
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The amount of euro 14,785 thousand was reversed to the Income Statement under the item
“Financial Expenses” (Note 37), correcting the financial expenses recognised on the hedged liability.
This amount consisted of:
- euro 8,708 thousand in interest receivables on the IRS in hedge accounting;
- euro 5,574 thousand, which corresponds to the portion of the positive cash flow hedge
reserve matured on the forward start pre-hedge receive floating EURIBOR / pay fix EURIBOR
IRS that were closed early in 2022. This amount corrects the financial expenses of the relative
hedge item, a sustainability-linked bond issued in January 2023, for the total nominal amount
of euro 600 million;
- euro 503 thousand in interest receivables on the receive floating EURIBOR / pay fixed
EURIBOR IRS that were closed early during the first quarter of 2023, following the early
repayment of the respective hedged liabilities. With reference to these IRS, a positive euro
2,707 thousand was also reversed to the Income Statement under “Fair Value Measurement
of Other Financial Instruments”, (Note 36).
A change of +0.5% in the EURIBOR curve, all other conditions being equal, would result in a positive
change of euro 3,615 thousand in the equity of the Group, while a change of -0.5% in the same
EURIBOR curve, all other conditions being equal, would result in a negative change of euro 3,673
thousand in the equity of the Group. Both amounts are reported net of the tax effect.
Hedging relationships relative to any IRS are considered prospectively effective when the following
conditions are met:
-
-
-
there exists a financial relationship between the hedging instrument and the hedged item, in that
the characteristics of the hedging instrument (the nominal interest rate, the reset of the interest
rate and the frequency of interest liquidation), are substantially aligned with those of the hedged
item. As a consequence, any changes in the fair value of the hedging instrument regularly offsets
that of the hedged item;
the effect of credit risk is not predominant within the hedging relationship: based on the Group’s
operating policy, derivatives are traded only with financial counterparties with an elevated credit
standing, and the credit quality of the outstanding derivatives portfolio is constantly monitored;
the designated hedge ratio is aligned with that used for financial risk management purposes and
is equal to 100% (1:1).
The ineffectiveness of the hedging relationship is calculated at each reporting date using the Dollar
Offset method, which involves comparing any changes in the risk-adjusted fair value of the hedging
instrument with changes in the risk-free fair value of the hedged item, by identifying a hypothetical
derivative with the same characteristics as the underlying financial liability.
559
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The possible causes of ineffectiveness are as follows:
-
-
-
the application of credit risk adjustments only to the hedging instrument but not to the hedged
item;
the hedged item incorporates a floor that is not reflected in the hedging instrument;
the misalignment between the effective contractual conditions of the future transaction and those
of the hedging instrument.
28. COMMITMENTS AND RISKS
COMMITMENTS FOR THE PURCHASE OF TANGIBLE AND INTANGIBLE ASSETS
The commitments to purchase property, plant and equipment and intangible assets amounted to
euro 150,125 thousand and euro 1,106 thousand respectively, and refer mainly to subsidiaries in
Romania, Mexico, Italy, Germany, Brazil and China.
COMMITMENTS FOR LEASE CONTRACTS
At December 31, 2023, the total amount for non-discounted future payments for lease contracts not
yet in force and against which no financial debt was recognised, equalled euro 67,975 thousand,
and mainly refers to a rental contract for a warehouse under construction by third parties in Campinas
(Brazil) and with a duration of 15 years starting from 2025.
OTHER RISKS
Litigations against the Companies of the Prysmian Group before the Court of Milan
A case is currently pending before the Court of Milan (resulting from the joining of separate
proceedings - see below), as a result of the decision issued on April 2, 2014 by the European
Commission (as confirmed in the final instance by the Court of Justice of the European Union on
October 28, 2020), at the conclusion of the antitrust investigation into restrictive conduct in the
European high voltage electrical cable market. The decision had imposed a sanction on Prysmian
Cavi e Sistemi S.r.l (“Prysmian CS”) as it was directly involved in the cartel, a portion of which (euro
67 million) Pirelli, despite not having been found to be directly involved in the activities of the cartel,
had been held to be jointly and severally liable with Prysmian CS, based solely on the application of
the EU principle, the so-called “parental liability”, since during part of the period of the infraction, the
share capital of Prysmian CS was held, either directly or indirectly by Pirelli.
560
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
On December 31, 2020, Pirelli proceeded to pay its share of the aforementioned sanction to the
European Commission (corresponding to 50% of the sanction, plus interest), for which it had
previously made appropriate provisions.
Pending the settlement of the aforementioned EU Court proceedings, in 2014 and in 2019, Pirelli
brought two proceedings before the Court of Milan, (the first) against Prysmian CS and (the second)
against Prysmian CS and Prysmian S.p.A., to obtain, in addition to the reimbursement of the sanction
imposed by the European Commission, a ruling that these parties hold Pirelli harmless and
indemnified against any charges, expenses, costs and/or damages arising from claims by public
and/or private third parties in connection with and/or consequential to the facts that are the subject
of the European Commission’s decision.
Pirelli has also requested that the liabilities of Prysmian CS and Prysmian S.p.A. be determined in
relation to certain unlawful conduct connected with the aforesaid anti-competitive cartel put in place
by them and, as a consequence, be ordered to pay compensation for all damages suffered and to
be suffered by Pirelli.
Prysmian CS and Prysmian S.p.A. entered an appearance in the above proceedings, seeking the
dismissal of Pirelli’s claims and, by way of a counter-claim, to be held harmless and indemnified by
Pirelli against any consequences arising from claims by private and/or public third parties relating to,
connected with and/or consequential to the facts that are the subject of the decision of the European
Commission.
In April 2021, the two judgements (that of 2014 and that of 2019) were joined, and, in 2022, two
segments of the proceedings brought by Terna S.p.A. - Rete Elettrica Nazionale (“Terna”), were
subsequently were also joined to the proceedings, against inter alia, Pirelli, Prysmian CS and
Prysmian S.p.A. With regard to these segments, Pirelli, on the one hand, and Prysmian CS and
Prysmian S.p.A., on the other, have submitted reciprocal indemnity claims with regard to what they
were ordered to pay to Terna (refer to the section below - Other Disputes subsequent to the
European Commission Decision).
Based on careful analyses supported by authoritative external legal opinions, the assessment of the
risk related to the disputes described above is such as to not require the allocation of any specific
provision in the Consolidated Financial Statements at December 31, 2023.
Other Disputes subsequent to the European Commission Decision
In November, 2015, a number of companies of Prysmian Group served Pirelli with a summons in the
action for the compensation of damages brought before the London High Court of Justice against
them and other defendants of the Decision of the European Commission of April 2, 2014, by National
Grid and Scottish Power, the companies who claim to have been harmed by the cartel. Specifically,
the companies of the Prysmian Group have requested that Goldman Sachs and Pirelli, the latter due
to its role as Parent Company for part of the period of the cartel, hold them harmless with respect to
any obligations to pay damages (as yet unquantifiable) to the National Grid and Scottish Power. As
561
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
the aforementioned action, brought before the Court of Milan in November 2014, is still pending,
Pirelli has challenged the lack of jurisdiction of the London High Court of Justice claiming that, that
any decision on the merits must be referred to the Court that had previously heard the case. In April
2016, the High Court of Justice, at the request of Pirelli and the companies in the Prysmian Group,
suspended the judgement against Pirelli until final judgment is passed, that would settle the already
pending Italian proceedings.
In April 2019, before the Court of Milan, Terna, jointly and severally sued Pirelli, three Prysmian
Group companies and another company named in the aforementioned European Commission
decision, in order to obtain compensation for the damage allegedly suffered as a consequence of
the anti-competitive conduct, currently quantified by the plaintiff as totalling euro 199.9 million. Pirelli
appeared in court contesting Terna’s claims, and like the other defendants and against them filed a
counterclaim for damages in the unlikely event that it is held jointly and severally liable for the anti-
competitive cartel.
In October 2021, the Judge dismissed from the proceedings, the portion of the litigation consisting
of the indemnity cross-claims between Pirelli, on the one hand, and Prysmian CS and Prysmian
S.p.A., on the other, ordering that it be joined with the litigation pending between the two parties
before the Court of Milan (refer to the section above - Litigation against the Companies of the
Prysmian Group before the Court of Milan).
Lastly, also in April 2019, the Electricity & Water Authority of Bahrain, GCC Interconnection Authority,
Kuwait Ministry of Electricity and Water and Oman Electricity Transmission Company, served a writ
of summons against Pirelli, some of the Prysmian Group companies and other defendants of the
aforementioned decision of the European Commission, suing them jointly and severally to obtain
compensation for the damages allegedly suffered as a result of the alleged anti-competitive conduct
for the total amount of euro 472 million, which was quantified during the course of the proceedings.
These proceedings were brought before the Court of Amsterdam, which with its ruling dated
November 25, 2020, upheld the objection raised by Pirelli and excluded its own jurisdiction over
Pirelli. In February 2021, the plaintiffs appealed against this ruling before the Amsterdam Court of
Appeal, proceedings that have to date been suspended, following an interlocutory issue raised by
the Amsterdam Court of Appeal itself before the Court of Justice of the European Union.
Based on careful analyses supported by authoritative external legal opinions, the assessment of the
risk related to the disputes described above is such as to not require the allocation of any specific
provision in the Consolidated Financial Statements at December 31, 2023.
562
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Tax Disputes
Brazil
The subsidiaries Pirelli Pneus Ltda. and Pirelli Comercial de Pneus Brasil Ltda. are involved in
certain disputes and tax proceedings. The most significant are described below:
Litigation concerning the IPI Tax Rate applicable to specific Types of Tyres
The subsidiary Pirelli Pneus Ltda is party to a tax dispute with the Brazilian tax authorities concerning
the IPI tax rate (Imposto sobre Produtos Industrializados or tax on industrialised products)
particularly with reference to the tax rate applicable to the production and importation of tyres for the
Sports Utility Vehicle (SUV), vans and other industrial transportation vehicles (such as, for example,
trucks). According to statements by the Brazilian tax authorities in the tax assessment notices issued
during the course of 2015, 2017 and 2021 the aforementioned tyres should have been subjected to
the IPI tax rate for the production and importation of tyres for cars – with an applicable rate of 15% -
instead of the 2% rate applied by Pirelli Pneus Ltda, as is required for the production and importation
of tyres destined for heavy industrial use vehicles. To date, the dispute is pending before the
competent tax commissions. The Group maintains that it has a good chance of winning. This position
is also supported by an appraisal prepared by a Brazilian government institution (the INT - National
Institute of Technology) specifically commissioned by Pirelli Pneus Ltda, who concluded their
analysis by comparing the tyres discussed, in light of their similar characteristics, with those used for
heavy industrial vehicles.
The risk is estimated at approximately euro 45.8 million, inclusive of tax, interests and penalties.
The risk of losing the case has not been assessed as probable and, therefore, as a result no liability
has been accrued in the Financial Statements for this dispute.
Litigation concerning Transfer Pricing applied to some Intra-Group Transactions
Pirelli Pneus Ltda. is involved in a dispute with the Brazilian tax authorities for income tax purposes
(IRPJ - Imposto sobre a renda das pessoas jurídicas) and social security contributions (CSLL -
Contribuição Social sobre o Lucro Líquido) due from the company for the 2008, 2011 and 2012 tax
periods, deriving from the application of transfer pricing regulations to import transactions with
related parties. Based on the notices of the assessment served on the company during the course
of 2013, 2015 and 2016, the Brazilian tax authorities are mainly contesting the incorrect application
by the company, of the methodology provided for by the administrative practice in force at the time
(IN - Instrução Normativa 243), for the assessment of transfer prices applied to the importation of
goods from related parties.
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Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
To date, part of this litigation is pending before the competent administrative-judicial courts, and part
was settled during the first half-year of 2023. The Group maintains that it has a good chance of
winning and, in this regard, Pirelli Pneus Ltda has already obtained a favourable ruling from the
administrative court, which has recognised the company’s arguments by reducing the amount
originally contested by the Brazilian tax authorities.
In light of the above, the risk is estimated at approximately euro 19.8 million inclusive of taxes,
sanctions and interest.
The risk of losing the case has not been assessed as probable and, therefore, as a result no liability
has been accrued in the Financial Statements for this dispute.
Disputes concerning the IPI Tax Rate for the Sale of Tyres to the Automotive Sector
Pirelli Pneus Ltda is also party to a dispute concerning the IPI tax rate, (Imposto sobre Produtos
Industrializados or tax on industrialised products), concerning the sale of components to companies
operating in the automotive sector. According to the Brazilian tax authorities in a notice of
assessment issued in 2013, Pirelli Pneus Ltda was not entitled to benefit, with reference to its
secondary office located in the city of Ibiritè in the Federal State of Minas Gerais, from the IPI
exemption provided for by law in the case of sales of particular components to companies operating
in the automotive sector. The dispute is under discussion before the competent administrative-
judicial courts however, the Group maintains that it has well founded reasons to object to the tax
administration’s claim.
The risk is estimated at approximately euro 20.8 million, inclusive of tax, interests and penalties.
The risk of losing the case has not been assessed as probable and, therefore, as a result no liability
has been accrued in the Financial Statements for this dispute.
Litigation concerning the Tax Impact deriving from the so called “Plano Verão”
Pirelli Pneus is involved in a tax dispute with the Brazilian tax authorities, who, in the company’s
opinion, in the period from 1989 to 1994, levied taxes in excess of what was actually due as a result
of the so-called “Plano Verão”, an economic measure introduced by the then Brazilian government,
in order to control the phenomenon of the hyperinflation that was affecting the country, by freezing
prices. However, the difference between the actual and the indexed inflation had the effect of
creating significant distortions in the financial statements of companies and ultimately, the amount
of taxes paid by them. Pirelli Pneus Ltda. used the actual inflation rate for its financial statement
assessments, and, at the same time, initiated legal proceedings to assert its arguments regarding
the correct amount of taxes due. During the course of the aforementioned proceedings, Pirelli Pneus
Ltda. first adhered to an amnesty for tax disputes in order to settle the dispute in question and, only
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subsequently, on the basis of a ruling with binding effect erga omnes by the Brazilian Supreme Court,
did it request the annulment of the effects of the amnesty, to which it had previously adhered.
Proceedings are underway before the competent judicial courts and the risk is estimated to be up to
a maximum euro 34 million, inclusive of taxes, interest and sanctions.
The risk of losing the case has not been assessed as probable and, therefore, as a result no liability
has been accrued in the Financial Statements for this dispute.
Litigation concerning “ICMS Substituicão Tributária” (Tax Substitution)
Pirelli Comercial de Pneus Brasil Ltda. has become involved in a new dispute concerning ICMS
(Imposto sobre Circulaçao de Mercadorias e Serviços) tax credits. According to the claims made in
a notice of assessment issued during 2022 by the Brazilian tax authorities for the 2018 and 2019 tax
periods, Pirelli Comercial de Pneus Brasil Ltda. used ICMS credits without prior formal approval from
the Brazilian tax authorities.
In 2023, Pirelli Pneus Ltda. received the same contestation, from the State of São Paulo, for the
alleged failure to comply with the formal obligations attached to the use of the ICMS-ST credits
transferred to Pirelli Pneus.
Proceedings are underway before the competent administrative bodies and the risk is estimated at
approximately euro 59.4 million, including taxes, interest and penalties. The risk of losing the case
has not been assessed as probable and, therefore, as a result no liability has been accrued in the
Financial Statements for this dispute.
Litigation related to the Tax Impacts arising from the accounting of the so-called SELIC Rate
In 2019 Pirelli Pneus Ltda. was granted the right to a refund of certain tax credits related to the ICMS
(Imposto sobre a Circulação de Mercadorias e Serviços). On this occasion, Pirelli Pneus Ltda. had
recorded interest (at the so-called SELIC rate) on these tax credits and subjected such interest to
taxation for the purposes of corporate income tax (IRPJ) and social contributions on income (CSLL).
Subsequently, the Brazilian Supreme Court held that the amount of interest (at the so-called SELIC
rate) accrued on tax credits and refunded to the taxpayer was excluded from taxation for the
purposes of IRPJ and CSLL.
On the basis of the ruling issued by the Supreme Court in a case similar to that of Pirelli Pneus Ltda.,
the company had made corrections to its original tax declarations in order to eliminate, from the IRPJ
and CSLL taxable base the amount of interest income (at the so-called SELIC rate) accrued on the
aforementioned tax credits. However, the Brazilian tax authorities denied the corrections made by
the company.
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Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
During the second half-year of 2023, the proceedings were underway before the competent
administrative bodies - the risk of which had been estimated at approximately euro 39 million - and
which was definitively concluded in the company’s favour and, therefore, the risk of losing the case
no longer existed.
29. REVENUES FROM SALES AND SERVICES
Revenues from sales and services were as follows:
(in thousands of euro)
Revenues from the sales of goods
Revenues from services
Total
2023
6,471,590
178,473
6,650,063
2022
6,426,636
189,091
6,615,727
These revenues refer to contracts with customers.
For further information on the performance of revenues from sales and services, refer to the section
“Group Performance and Results” in the Directors’ Report on Operations which is an integral part of
this document.
30. OTHER INCOME
The item is composed as follows:
(in thousands of euro)
Sales of Industrial products
Other income from the Prometeon Group
Recoveries and reimbursements
Government grants
Gains on disposal of property, plant and equipment
Rent income
Income from subleases of right of use assets
Other income
Total
2023
127,529
34,105
26,664
33,961
1,142
2,912
911
101,770
328,994
2022
151,373
42,259
22,488
15,554
2,892
3,501
1,042
91,804
330,913
The item sales of industrial products mainly refers to revenues generated by the sale of tyres for
trucks and agricultural vehicles, purchased mainly from the Prometeon Group, and which are sold
by the distribution network controlled by the Pirelli Group.
The item other income from the Prometeon Group includes:
euro 20,847 thousand for the license agreement for the use of the Pirelli trademark;
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euro 10,000 thousand for the license agreement for know-how;
euro 1,131 thousand for services rendered;
euro 655 thousand for the sales of raw materials, semi-finished and finished products.
The item recoveries and reimbursements includes, in particular:
tax refunds and customs duty refunds totalling euro 10,044 thousand, received mainly by the
Brazilian subsidiary;
tax refunds totalling euro 4,840 thousand due to rebates obtained in Germany for excise
duties on electricity and for gas to the amount of euro 2,643 thousand, and tax refunds
obtained in Mexico to the amount of euro 1,118 thousand;
income from the sale of tyres for testing, and the recovery of transport expenses in Germany
to the amount of euro 1,740 thousand.
The item other mainly includes income related to the sale of goods and services, in connection with
sports events linked to sponsorship agreements to the amount of euro 35,379 thousand, royalties
from third parties to the amount of euro 19,544 thousand, and income from the sale of tyres and
scrap materials carried out in the United Kingdom totalling euro 1,001 thousand.
31. PERSONNEL EXPENSES
The item is composed as follows:
(in thousands of euro)
2023
2022
Wages and salaries
Social security and welfare contributions
Costs for employee leaving indemnities and similar
Costs for defined contribution pension funds
Costs for defined benefit pension funds
Costs for jubilee awards
Costs for defined contribution healthcare plans
Other costs
Total
947,717
182,179
18,732
25,807
703
13,603
10,701
25,869
1,225,311
918,164
177,112
11,709
24,602
1,187
10,285
2,838
32,712
1,178,609
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Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
32. DEPRECIATION, AMORTISATION AND IMPAIRMENTS
The item is composed as follows:
(in thousands of euro)
Amortisation
Depreciation (excl. right of use)
Depreciation of right of use
Impairment of property, plant and equipment and intang.assets (excl. right of use)
Impairment of right of use
Total
2023
2022
139,091
317,599
101,287
30,086
400
588,463
133,793
314,662
95,812
21,841
581
566,689
For the composition of the depreciation of the right of use, reference should be made to Note 9.2,
“Right of Use”.
33. OTHER COSTS
The item is subdivided as follows:
(in thousands of euro)
2023
2022
Selling costs
Purchases of goods for resale
Advertising
Fluids and energy
Warehouse operating costs
IT expenses
Consultants
Maintenance
Insurance
Leases and rentals
Outsourcing
Stamp duties, levies and local taxes
Other provisions accruals for liabilities and charges
Travel expenses
Remuneration for Key Managers
Cleaning expenses
Canteen
Security expenses
Waste disposal
Telephone expenses
Other
Total
408,643
416,141
252,921
305,521
91,175
67,347
50,873
69,944
34,717
42,224
45,784
33,158
28,172
38,323
23,855
19,031
26,578
14,644
12,530
5,254
189,108
2,175,943
485,619
455,936
225,032
278,485
72,592
61,112
57,884
66,067
34,604
37,271
38,148
40,475
47,103
30,857
29,068
18,009
20,994
11,837
11,263
5,397
181,035
2,208,788
During the course of 2023, there was a decrease in costs specifically under the items “selling costs”
and “purchases of goods for resale”, which was mainly due to the decrease in transport costs
compared to the increase in these costs during 2022.
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Pirelli & C. S.p.A. – 2023 Annual Report
The item fluids and energy includes the cost of purchasing greenhouse gas emission allowances
and renewable energy certificates.
The item leases and rentals is composed as follows:
euro 21,023 thousand for lease contracts with a duration of less than twelve months (euro
17,357 thousand for 2022);
euro 11,866 thousand for lease contracts with variable payments not based on an index or a
rate (euro 12,911 thousand at December 31, 2022);
euro 9,335 thousand for lease contracts for assets with a low unit value (euro 7,003 thousand
at December 31, 2022).
The item other also includes, labour provided by third parties to the amount of euro 23,661 thousand,
(euro 28,453 thousand in 2022), expenses for the testing of technology to the amount of euro 18,154
thousand (euro 18,039 thousand in 2022), membership fees to the amount of euro 10,074 thousand
(euro 6,548 thousand in 2022) and transport costs for materials to the amount of euro 18,758
thousand (euro 19,623 thousand in 2022).
34. NET IMPAIRMENT OF FINANCIAL ASSETS
The item, negative to the amount of euro 5,263 thousand compared to the positive figure of euro
4,075 thousand for 2022, mainly includes the net impairment of trade receivables in the amount of
euro 5,597 thousand (a net restatement of euro 5,185 thousand for 2022).
35. NET INCOME/(LOSS) FROM EQUITY INVESTMENTS
35.1 Share of Net Income/(Loss) from Equity Investments in Associates and Joint Ventures
The share of the net income/(loss) from equity investments in associates and joint ventures, which
is evaluated using the equity method, was positive to the amount of euro 11,646 thousand and mainly
refers to the investment in the joint venture Xushen Tyre (Shanghai) Co., Ltd. which was positive to
the amount of euro 9,505 thousand (positive to the amount of euro 2,308 thousand for 2022), and in
the joint venture PT Evoluzione Tyres in Indonesia, which was positive to the amount of euro 840
thousand (a net income of euro 422 thousand for 2022).
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Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
35.2 Dividends
In 2023 dividends which amounted to euro 4,269 thousand, mainly included dividends received from
the RCS MediaGroup S.p.A. (euro 1,482 thousand), from Fin. Priv. S.r.l. (euro 1,669 thousand) and
from Genextra S.p.A. (euro 314 thousand). In 2022, they had amounted to euro 3,051 thousand.
36. FINANCIAL INCOME
The item is composed as follows:
(in thousands of euro)
Interest income
Other financial income
Net interest on provision for employee benefit obligations
Fair value measurement of other financial assets
Fair value measurement of other derivatives
Total
2023
46,424
5,080
612
170,838
2,707
225,661
2022
38,686
3,725
848
58,728
-
101,987
Interest income which totalled euro 46,424 thousand, mainly included:
euro 33,352 thousand in interest receivables from financial institutions, associates and joint
ventures;
euro 5,443 thousand in interest on fixed-income securities;
euro 2,676 thousand in interest on other types of securities;
euro 4,143 thousand in interest accrued on security deposits provided by the Brazilian
subsidiaries as a guarantee for legal and tax disputes.
The item other financial income amounted to euro 5,080 thousand and includes interest matured
on the tax credits of the Brazilian subsidiaries.
The fair value measurement of other financial assets was positive to the amount of euro 170,838
thousand and refers to the fair value measurement of dollar-linked bond instruments in which the
Argentine subsidiary has invested in order to mitigate the effects of depreciation on the local
currency. The exchange rate component of the fair value valuation of dollar-linked bond instruments
amounted to euro 167,862 thousand, and exceeded the combined effect of euro 132,788 thousand
comprised on the one hand, of the Argentine net monetary loss of euro 47,329 thousand and on the
other hand, of the effect of the Argentine subsidiary’s net losses on exchange rates which amounted
to euro 85,459 thousand. Reference should be made to Note 37, “Financial Expenses” for further
details.
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Pirelli & C. S.p.A. – 2023 Annual Report
37. FINANCIAL EXPENSES
The item is composed as follows:
(in thousands of euro)
Interest expenses
Commissions
Net monetary loss
Other financial expenses
Interest expenses on lease liabilities
Net losses on exchange rates
Fair value measurement of exchange rate derivatives
Fair value measurements of other derivatives
Total
2023
181,600
26,223
41,298
3,481
23,189
84,957
59,016
-
419,764
2022
103,671
18,304
22,250
12,202
21,461
15,834
109,515
446
303,683
Interest which totalled euro 181,600 thousand, mainly included:
euro 112,043 thousand in bank credit facilities held by Pirelli & C. S.p.A.;
euro 36,707 thousand in financial expenses relative to bond loans, of which euro 25,328
thousand is relative to the sustainability linked bond, euro 9,706 thousand relative to
non-monetary interest on the unrated bond loan, and euro 1,673 thousand is relative to the
“Schuldschein” financing, all of which were issued by Pirelli & C. S.p.A.;
euro 14,785 thousand in net interest receivables which included interest on Interest Rate
Swaps, for which hedge accounting was adopted to rectify the flow of financial expenses for
the bank credit facilities and bond loans mentioned above.in the preceding point. For further
details reference should be made to Note 27, “Derivative Financial Instruments”;
euro 28,461 thousand in financial expenses related to bank loans held by foreign
subsidiaries.
The item commissions, to the amount of euro 26,223 thousand includes, in particular, euro 9,086
thousand in costs for the assignment of receivables with non-recourse clauses, mainly in South
America, Italy and Germany, and euro 17,137 thousand relative to expenses for sureties and other
bank commissions.
The item net monetary loss refers to the effect on monetary items deriving from the application of
IAS 29 - Financial Reporting in Hyperinflationary Economies, by the Argentine subsidiary Pirelli
Neumaticos SAIC, which was negative to the amount of euro 47,329 thousand and by the Turkish
subsidiaries Pirelli Otomobil Lastikleri A.S. and Pirelli Lastikleri Dis Ticaret A.S., to the positive
amount of euro 6,031 thousand (reference should be made to Note 41 “Hyperinflation” for further
details).
The item net losses on exchange rates which amounted to euro 84,957 thousand (gains amounted
to euro 544,594 thousand and losses amounted to euro 629,551 thousand) refers to, the adjustment
571
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
of period-end exchange rates for items expressed in currencies other than the functional currency
and still outstanding at the closing date of the Consolidated Financial Statements, and to the net
gains realised on items closed during the course of the period.
The item fair value measurement of exchange rate derivatives refers to forward foreign exchange
buy/sell transactions to hedge commercial and financial transactions, in accordance with the Group’s
exchange rate risk management policy. For transactions still open at period-end, the fair value is
determined by applying the forward exchange rate at the reporting date. Fair value measurement
consists of two elements: the interest component, which is linked to the interest rate differential
between the currencies covered by the individual hedges, equal to a net cost of euro 39,875
thousand, (a decrease of euro 48,292 thousand compared to the previous year), and the exchange
rate component, equal to a net loss of euro 19,141 thousand.
When comparing the net losses on exchange rates of euro 84,957 thousand, recognised on the
receivables and payables in currencies other than the functional currency of the various subsidiaries,
with the fair value measurement of the exchange rate component of the exchange rate derivatives
used for hedging, which amounted to a net cost of euro 19,141 thousand, the result is a negative
imbalance of euro 104,098 thousand. This imbalance includes a net loss on exchange rates for the
Argentine subsidiary Pirelli Neumaticos SAIC of euro 85,459 thousand, offset by the positive fair
value measurement of other financial assets, as described in Note 36, “Financial Income”. Net of the
aforementioned Argentine effect, however, the imbalance would have been a negative euro 18,639
thousand, mainly due to the impossibility of efficient financial hedging, mainly in Egypt and
temporarily in Russia and Turkey.
38. TAXES
Taxes were composed as follows:
(in thousands of euro)
Current taxes
Deferred taxes
Total
2023
205,140
(70,942)
134,198
2022
182,193
(22,459)
159,734
Taxes in 2023 amounted to euro 134,198 thousand against a net income before tax of euro 630,103
thousand, compared to the amount of euro 159,734 thousand in 2022 against a net income before
tax of euro 595,634 thousand. The tax rate for 2023 stood at 21.3% compared to 26.8% for 2022.
The amount includes the benefit recorded as of the third quarter, from the application of the
subsidised Patent Box taxation regime as a result of the preventive agreement signed on August 3,
2023, with the Agenzia delle Entrate (the Italian Tax Authorities), which equalled euro 41.383
thousand for the 2020-2022 three-year period, in addition to the benefit for the 2023 financial year
which amounted to euro 20.924 thousand.
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Pirelli & C. S.p.A. – 2023 Annual Report
The reconciliation between theoretical and effective taxes is as follows:
(in thousands of euro)
A) Net income/(loss) before taxes
B) Theoretical taxes
Main causes for changes between estimated and effective taxes:
Taxes incentives
Non-deductible costs
Taxes on undistributed profits of subsidiaries and other not-recoverable withholding
taxes
Other
C) Effective taxes
Theoretical tax rate (B/A)
Effective tax rate (C/A)
2023
2022
630,103
595,634
174,129
159,463
(87,815)
16,647
14,566
16,672
(21,035)
16,082
11,435
(6,211)
134,198
159,734
27.63%
21.30%
26.6%
26.6%
The negative impact on the tax rate resulting from non-deductible costs and other items, was more
than offset in 2023 by the tax incentives impacted by the recognition of the Patent Box benefit.
The amount for the item “Other” mainly refers to the effect of accounting and tax adjustments related
to hyperinflation in Argentina.
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Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The Group’s theoretical tax burden is calculated by taking into account the nominal tax rates of the
countries where the Group’s main companies operate, as shown below:
Europe and Turkey
Italy
Germany
Romania
Great Britain
Turkey
Russia, Nordics and MEAI
Russia
North America
USA
Mexico
South America
Argentina
Brazil
APAC
China
2023
2022
29.57%
30.00%
16.00%
23.50%
25.00%
20.00%
25.50%
30.00%
35.00%
34.00%
25.00%
29.57%
30.00%
16.00%
19.00%
23.00%
20.00%
25.00%
30.00%
35.00%
34.00%
25.00%
The following table shows the incidence of taxes paid during the financial year, which amounted to
euro 138,998 thousand (euro 205,455 thousand in 2022), by geographic region:
- 33% Europe (33% in 2022);
- 36% APAC (24% in 2022);
- 3% Russia and MEAI (14% in 2022);
- 8% South America (13% in 2022);
- 20% North America (13% in 2022).
Taxes paid refers to the total amount of income taxes effectively paid during the tax period by the
companies of the Group in their respective jurisdictions of tax residence, to income tax advances
paid in 2023, to income taxes paid during the course of 2023 but relative to previous financial years
(e.g.; income tax balances relative to 2022), or payments relative to tax assessments for previous
financial years. Taxes paid also include withholding taxes incurred on cross-border payments such
as dividends, interest and royalties which have been reported in the jurisdiction of the percipient’s
tax residence.
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Pirelli & C. S.p.A. – 2023 Annual Report
Information on the Impacts of the Pillar Two Model
The Pillar Two legislation is enacted or substantively enacted in some of the jurisdictions in which
the Group operates, and will take effect as of January 1, 2024.
The Group falls within the scope of the legislation, and has performed an assessment of potential
exposure to the impacts of the Pillar Two on income taxes. Taking into account what is stated in
Note 1 “General Information” to which reference is made, either in the event that the Ultimate Parent
Entity is Pirelli or Sinochem, in most of the jurisdictions in which the Group operates, Pillar Two
effective tax rates are higher than 15% or the so-called transitional safe harbour rules apply. There
are a limited number of jurisdictions where safe harbour rules do not apply where, however, the
Group does not anticipate a material impact of Pillar Two on income taxes.
The assessment of potential income tax exposure for Pillar Two is based on the most recent tax
returns, country-by-country reporting, and financial statements of the entities comprising the Group.
39. EARNINGS/(LOSSES) PER SHARE
Basic earnings/(losses) per share are determined by the ratio between the earnings/(losses)
attributable to the Parent Company and the weighted average number of ordinary shares outstanding
during the period, with the exclusion of treasury shares.
(in thousands of euro)
Net income/(loss) attributable to the Parent Company
Weighted average number of ordinary shares outstanding (in thousands)
Earnings /(losses) per ordinary share (in euro per share)
2023
2022
479,080
1,000,000
0.479
417,760
1,000,000
0.418
It should be noted that basic and diluted earnings/(losses) per share are the same. It should also be
noted that the option to convert the shares of the bond loan, did not have a dilutive effect as the
average market price of the shares, was lower than the exercise price of the option itself during the
course of 2023.
40. DIVIDENDS PER SHARE
During the course of 2023, Pirelli & C. S.p.A. distributed to its shareholders a unit dividend of euro
0.218 per ordinary share from its 2022 results, equal to a total dividend pay-out of euro 218 million
gross of withholding taxes.
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Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
41. HYPERINFLATION
Based on the provisions of the Group’s accounting standards, hyperinflation accounting was adopted
by the Argentine subsidiaries, Pirelli Neumaticos SAIC and Latam Servicios Industriales S.A. as of
July 1, 2018 and December 15, 2022 respectively, and by the Turkish subsidiaries Pirelli Otomobil
Lastikleri A.S. and Pirelli Lastikleri Dis Ticaret A.S., as of June 30, 2022.
For the Argentine company, the price index used for the application of hyperinflation accounting was
the National Consumer Price Index (CPI) published by the National Institute of Statistics and Census
(INDEC), equal to an official annual value of 211.49%.
For the Turkish companies, the price index used was the National Consumer Price Index (TUFE)
published by the Turkish Statistical Institute (TUIK), equal to an official annual value of 64.77%.
Net losses on the net monetary position were recorded in the Income Statement as “Financial
Expenses” (Note 37), to the amount of euro 41,298 thousand.
42. RELATED PARTY TRANSACTIONS
Related party transactions, including intra-group transactions, do not qualify as either atypical or
unusual, but are part of the ordinary course of business for companies of the Group. Such
transactions, when not settled under standard conditions, or dictated by specific regulatory
conditions, are in any case regulated by conditions consistent with those of the market and carried
out in compliance with the provisions contained in the Procedure for Related Party Transactions
which the Company has adopted.
The following table summarises the items from the Statement of Financial Position, the Income
Statement and the Statement of Cash Flows that include related party transactions and their relative
impact.
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STATEMENT OF FINANCIAL POSITION
(in millions of euro)
12/31/2023
of which related
parties
% incidence
12/31/2022
of which related
parties
% incidence
Non current assets
Other receivables
Current assets
Trade receivables
Other receivables
Non-current liabilities
Borrowings from banks and other financial institutions
Other payables
Provisions for liabilities and charges
Provisions for employee benefit obligations
Current liabilities
Borrowings from banks and other financial institutions
Trade payables
Other payables
408.6
649.4
419.2
3,174.7
77.9
109.5
180.2
789.5
1,999.4
412.2
7.2
9.3
98.7
8.3
0.2
22.1
3.2
2.2
126.1
21.4
1.8%
231.2
6.9
3.0%
1.4%
23.5%
0.3%
0.3%
20.2%
1.8%
0.3%
6.3%
5.2%
636.4
741.2
3,690.1
74.6
101.7
180.6
800.4
1,973.3
405.6
11.0
111.3
10.4
0.2
21.8
6.7
3.0
166.4
37.4
1.7%
15.0%
0.3%
0.3%
21.5%
3.7%
0.4%
8.4%
9.2%
INCOME STATEMENT
(in millions of euro)
Revenue from sales and services
Other income
Raw materials and consumables used (net of changes in inventories)
Personnel expenses
Other costs
Financial income
Financial expenses
Net income / (loss) from equity investments
2023
of which related
parties
% incidence
2022
of which related
parties
% incidence
6,650.1
329.0
(2,216.1)
(1,225.3)
(2,175.9)
225.7
(419.8)
15.9
31.0
60.1
(11.0)
(17.4)
(325.0)
3.1
(0.8)
11.6
0.5%
18.3%
0.5%
1.4%
14.9%
1.4%
0.2%
n.a.
6,615.7
330.9
(2,419.3)
(1,178.6)
(2,208.8)
102.0
(303.7)
5.8
45.0
63.6
(17.6)
(15.2)
(340.8)
3.5
(1.8)
2.9
0.7%
19.2%
0.7%
1.3%
15.4%
3.4%
0.6%
n.a.
STATEMENT OF CASH FLOWS
(in thousands of euro)
Net cash flow provided by / (used in) operating activities
Net cash flow provided by / (used in) investing activities
Net cash flow provided by / (used in) financing activities
2023
of which related
parties
% incidence
2022
of which related
parties
% incidence
1,359.9
(392.9)
(979.6)
(290.1)
(0.3)
(4.0)
n.a.
n.a.
n.a.
1,131.6
(326.6)
(1,404.7)
(228.4)
1.1
(0.9)
n.a.
n.a.
n.a.
577
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
The Related Party Transactions are detailed below, subdivided according to the counterparty:
STATEMENT OF FINANCIAL POSITION
(in millions of euro)
Associates and
joint ventures
Other related
parties
12/31/2023
Remuneration for
Directors and Key
Managers
Total related
parties
Associates and
joint ventures
Other related
parties
Remuneration for
Directors and Key
Managers
Total related
parties
12/31/2022
Other non-current receivables
of which financial
Trade receivables
Other current receivables
of which financial
Borrowings from banks and other financial institutions non-current
Other non-current payables
Provisions for liabilities and charges non-current
Provisions for employee benefit obligations non-current
Borrowings from banks and other financial institutions current
Trade payables
Other current payables
INCOME STATEMENT
(in millions of euro)
Revenues from sales and services
Other income
Raw materials and consumables used
(net of change in inventories)
Personnel expenses
Other costs
Financial income
Financial expenses
Net income/ (loss) from equity investments
STATEMENT OF CASH FLOWS
(in millions of euro)
7.2
7.2
7.8
88.0
75.0
7.9
-
-
-
2.1
45.7
0.1
-
-
1.5
10.7
-
0.4
-
-
-
0.2
80.4
0.8
-
-
-
-
-
-
0.2
22.1
3.2
-
-
20.5
7.2
7.2
9.4
98.7
75.0
8.3
0.2
22.1
3.2
2.2
126.1
21.4
6.9
6.9
9.2
87.0
79.0
10.4
-
-
-
2.3
34.0
-
-
-
1.8
24.3
-
-
-
-
-
0.7
132.4
0.8
2022
-
-
-
-
-
-
0.2
21.8
6.7
-
-
36.6
6.9
6.9
11.0
111.3
79.0
10.4
0.2
21.8
6.7
3.1
166.4
37.4
Associates and
joint ventures
Other related
parties
2023
Remuneration for
Directors and Key
Managers
Total related
parties
Associates and
joint ventures
Other related
parties
Remuneration for
Directors and Key
Managers
Total related
parties
29.2
18.9
(2.1)
-
(209.3)
2.8
(0.5)
11.6
1.8
41.2
(8.9)
-
(91.8)
0.2
(0.3)
-
-
-
-
(17.4)
(23.9)
-
-
-
31.0
60.1
(11.0)
(17.4)
(325.0)
3.1
(0.8)
11.6
42.2
14.3
(2.4)
-
(163.1)
3.4
(0.3)
2.9
2.8
49.3
(15.2)
-
(148.7)
0.1
(1.5)
-
-
-
-
(15.2)
(29.1)
-
-
-
45.0
63.6
(17.6)
(15.2)
(340.9)
3.5
(1.8)
2.9
Associates and
joint ventures
Other related
parties
2023
Remuneration for
Directors and Key
Managers
Total related
parties
Associates and
joint ventures
Other related
parties
Remuneration for
Directors and Key
Managers
Total related
parties
2022
Net income / (loss) before taxes
Reversal of Financial (income) / expenses
Reversal of share of net result from associates and joint ventures
Reversal of accruals to provisions and other accruals
Change in Trade receivables
Change in Trade payables
Change in Other receivables
Change in Other payables
Use of Provisions for liabilities and charges
Net cash flow provided by / (used in) operating activities
Disposals of equity investments in associates and J.V.
Change in Financial receivables from associates and joint ventures
Dividends received
Net cash flow provided by / (used in) investing activities
Repayment of principal and payment of interest for lease liabilities
Net cash flow provided by / (used in) financing activities
(149.3)
(2.3)
(11.6)
-
1.2
12.3
(3.8)
0.1
-
(153.5)
-
(0.3)
-
(0.3)
(3.0)
(3.0)
(57.8)
0.1
-
-
0.1
(40.5)
13.6
(0.0)
-
(84.5)
-
-
-
-
(0.9)
(0.9)
(41.2)
-
-
12.3
-
-
-
(20.6)
(2.6)
(52.1)
-
-
-
-
-
-
(248.3)
(2.2)
(11.6)
12.3
1.3
(28.1)
9.8
(20.5)
(2.6)
(290.1)
-
(0.3)
-
(0.3)
(4.0)
(4.0)
(103.0)
(3.1)
(2.9)
-
5.7
9.4
3.3
(2.3)
-
(92.9)
1.3
(0.3)
0.0
1.1
(0.8)
(0.8)
(113.3)
1.4
-
-
3.2
6.9
(10.7)
(0.2)
-
(112.7)
-
-
-
-
(0.2)
(0.2)
(44.3)
-
-
14.9
-
-
-
6.6
-
(22.8)
-
-
-
-
-
-
(260.6)
(1.7)
(2.9)
14.9
8.9
16.3
(7.4)
4.1
-
(228.4)
1.3
(0.3)
0.0
1.1
(0.9)
(0.9)
TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES
Transactions - Statement of Financial Position
The item other non-current receivables refers to a loan granted by Pirelli Tyre S.p.A. to the
Indonesian joint venture PT Evoluzione Tyres.
The item trade receivables includes receivables for services rendered mainly to the Chinese joint
venture Jining Shenzhou Tyre Co., Ltd.
The item other current receivables mainly refers to:
receivables for the royalties of Pirelli Tyre S.p.A. from PT Evoluzione Tyres and the Jining
Shenzhou Tyre Co., Ltd. for a total amount of euro 3.4 million;
service fee receivables of the Pirelli Tyre Co., Ltd. from the Jining Shenzhou Tyre Co., Ltd.
to the amount of euro 2.5 million.
578
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The financial portion refers to the loan granted by the Pirelli Tyre Co., Ltd to the Jining Shenzhou
Tyre Co., Ltd.
The item borrowings from banks and other financial institutions non-current refers to the
payables of the company Pirelli Deutschland GmbH to Industriekraftwerk Breuberg GmbH for the
hire of machinery, and to the payables of Pirelli Tyre Co., Ltd. to the Jining Shenzhou Tyre Co., Ltd.
The item borrowings from banks and other financial institutions current refers to a portion of
the aforementioned short-term debt.
The item trade payables mainly refers to payables for the purchase of energy from
Industriekraftwerk Breuberg GmbH to the amount of euro 20.8 million, and payables to the Jining
Shenzhou Tyre Co., Ltd. to the amount of euro 24.7 million.
Transactions - Income statement
The item revenues from sales and services mainly refers to the sales of materials and
semi-finished products to the Jining Shenzhou Tyre Co., Ltd. to the amount of euro 28.4 million.
The item other income refers to the royalties of Pirelli Tyre S.p.A. received from the Jining Shenzhou
Tyre Co., Ltd. In the amount of euro 8.1 million, and from PT Evoluzione Tyres in the amount of euro
1.3 million, to commission fees in the amount of euro 5.2 million, paid to the Pirelli Tyre Co., Ltd. By
the Jining Shenzhou Tyre Co., Ltd. and to the charge-back of expenses to the amount of euro 3.1
million.
The item raw materials and consumables used refers to the purchase of raw materials from the
Jining Shenzhou Tyre Co., Ltd.
The item other costs mainly refers to costs for:
the purchase of tyres from Jining Shenzhou Tyre Co., Ltd. to the amount of euro 95.9 million;
the purchase of Motorcycle products from PT Evoluzione Tyres to the amount of euro 45.8
million;
the purchase of energy from Industriekraftwerk Breuberg GmbH to the amount of euro 50.5
million.
The item financial income refers mainly to interest on loans disbursed to the two joint ventures.
579
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
OTHER RELATED-PARTY TRANSACTIONS
The transactions detailed below refer mainly to transactions with the Aeolus Tyre Co., Ltd. and to
transactions with the Prometeon Group. Taking into account what is stated in Note 1 “General
Information” to which reference is made, pending the outcome of the analysis performed in this
regard, in the Consolidated financial statements as of December 31, 2023 the perimeter of Pirelli's
related parties under IAS 24R has been kept unchanged.
Transactions - Statement of Financial Position
The item trade receivables refers to receivables from companies of the Prometeon Group.
The item other current receivables refers to receivables from companies of the Prometeon Group
to the amount of euro 8.9 million and from the Aeolus Tyre Co., Ltd. to the amount of euro 1.8 million
mainly for royalties.
The item borrowings from banks and other financial institutions current refers to the payables
of Pirelli Otomobil Lastikleri A.S. for machine hire from Prometeon Turkey Endüstriyel ve Ticari
Lastikler A.S.
The item trade payables mainly refers to payables to companies of the Prometeon Group.
Transactions - Income statement
The item other income includes royalties charged to the Aeolus Tyre Co., Ltd. to the amount of euro
7 million per year. The item also includes income from companies of the Prometeon Group mainly
relative to:
-
-
-
-
-
royalties recorded in respect of the license agreement for the use of the Pirelli trademark to the
amount of euro 20.8 million;
the sales of raw materials, finished and semi-finished products for a total amount of euro 0.8
million;
the licence agreement for know-how charged by Pirelli Tyre S.p.A. to the amount of euro 10
million;
the Long-Term Service Agreement to the amount of euro 0.3 million charged by Pirelli Sistemi
Informativi S.r.l.;
the charging of expenses for the total amount of euro 1.1 million of which euro 0.9 million was
carried out by the Spanish company Pirelli Neumaticos S.A. – Sociedad Unipersonal.
580
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The item raw materials and consumables used refers to costs payable to companies of the
Sinochem Group for the purchase of direct materials/consumables/compounds, of which euro 7.8
million were costs of the Chinese company Pirelli Tyre Co., Ltd.
The item other costs includes contributions to the HangarBicocca Foundation and the Pirelli
Foundation to the amount of euro 1 million, and costs payable to companies of the Prometeon Group
mainly for:
-
-
-
the purchase of truck products for a total amount of euro 76 million of which euro 70.8 million
was carried out by the Brazilian company Comercial e Importadora de Pneus Ltda. and
subsequently resold to retail customers, and euro 3.2 million by the German company Driver
Reifen und KFZ-Technik GmbH;
the purchase of semi-finished Car/Motorbike products for a total amount of euro 6.9 million,
carried out by the Turkish company Pirelli Otomobil Latikleri A.S. in respect of the Off-Take
contract;
costs incurred by Pirelli Otomobil Lastikleri A.S. for the purchase of energy amounting to euro
2 million.
The item financial expenses refers mainly to interest on the machine hire debt described in the
previous paragraph.
REMUNERATION FOR DIRECTORS AND KEY MANAGERS
Remuneration for Directors and Key Managers can be summarised as follows:
-
-
-
items provisions
the Statement of Financial Position
liabilities and charges
non-current and provisions for employee benefit obligations non-current, include the
provisions for the monetary three-year 2022-2024 and 2023-2025 Long Term Incentive (LTI)
Plans to the amount of euro 5.9 million, (euro 8.6 million at December 31, 2022), the
provisions for the Short Term Incentive (STI) Plan to the amount of euro 7.2 million (euro 5.9
million at December 31, 2022), as well as severance indemnities to the amount of euro 16.8
million (euro 14.2 million at December 31, 2022);
for
the Statement of Financial Position item other current payables includes the short-term
portion relative to the STI and LTI Plans;
the items personnel expenses and other costs include euro 4 million relative to employees’
leaving indemnities (TFR) and to severance indemnities (euro 6.1 million for 2022), as well
as provisions for short-term benefits to the amount of euro 13.8 million (euro 14.2 million for
581
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
2022) and for long-term benefits, to the amount of euro 10.5 million (euro 12.5 million for
2022).
43. SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE YEAR
On January 3, 2024, the closing of the transaction for the acquisition of 100% of Hevea-Tec, Brazil’s
largest independent operator in the processing of natural rubber, took place for a consideration of
Brazilian real 125 million (euro 23.3 million at December 31, 2023 exchange rates). The agreement
also provides for the payment of an additional consideration (the so-called earn-out), that will be paid
to the counterparty on the achievement of the contractually defined levels of profitability and
production capacity, of a maximum of Brazilian real 15 million (euro 2.8 million at December 31,
2023 exchange rates).
The provisional fair value of the net assets acquired was estimated to be equal to the carrying amount
of Brazilian real 79.7 million (euro 14.9 million at December 31, 2023 exchange rates). The difference
between the total consideration (euro 26.1 million) and the provisional fair value of the net assets
acquired (euro 14.9 million), was equal to euro 11.2 million.
The process of allocating the price paid to the fair value of the assets acquired for the business
combination (purchase price allocation - PPA), pursuant to the provisions of IFRS 3 (Business
Combinations) will be completed within twelve months from the date of acquisition.
On January 30, 2024, the European Commission announced the opening of an investigation against
certain tyre manufacturers active in the European Economic Area, for alleged violations of the
European Union competition laws, through the possible collusion of prices for new replacement tyres
for cars and trucks, to be sold in the European Economic Area. At the same time, it conducted
inspections at the offices of the aforementioned tyre manufacturers, including those of Pirelli. The
latter, affirmed the probity of its operations and to have always acted in full compliance with the
applicable laws and regulations, and assured the authority of its full cooperation during the
investigations. Based on the limited information available to date, Pirelli did not deem it necessary
to recognise any specific provision in the Consolidated Financial Statements at December 31, 2023.
In addition, in view of the Commission’s announcement of the aforementioned actions, with regard
to similar matters, in February 2024, certain private parties notified the US based subsidiary Pirelli
Tire LLC of a number of class action suits filed before US Courts. The claims for alleged damages
were not quantified. Also in this case, based on the assessment made by the defendant company in
light of the limited information available to date, Pirelli did not deem it necessary to recognise any
specific provision in the Consolidated Financial Statements at December 31, 2023.
582
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
44. OTHER INFORMATION
Information on Climate Change
The Group presented its previous sustainability targets on March 31, 2021 in the 2021-2022|2025
Industrial Plan, while the new targets have been integrated into the update of the 2024-2025
Industrial Plan, as reported in the section “Outlook for 2024 and 2025” of the Directors’ Report on
Operations. The setting of targets is aligned with the materiality of the Group’s impacts on the
economy, the environment, society and human rights, and is supportive of the 2030 Sustainable
Development Goals of the United Nations.
The Group’s performance at December 31, 2023, compared to the targets of the 2021-2022|2025
Industrial Plan, is described in the Report on Responsible Value Chain Management to which
reference should be made.
The Group’s updated forecasts take climate change risks into account, by forecasting the relative
targets and performances, and in particular:
-
-
in the production processes, in terms of reducing absolute CO2 emissions, by increasing the
share of electricity from renewable sources and increasing efficiency in the use of natural
resources;
at product and raw materials level, through the evolution of product ranges, with a lower
environmental impact throughout their respective life cycles, which at the same time ensure
greater driving safety, and in terms of growth in the share of materials of non-fossil origin
used in the new product ranges;
- within the supply chain, by monitoring and reducing absolute CO2 emissions that are
associated, particularly, with raw materials suppliers.
The achievement of these objectives foresees further specific measures, parts of which have already
been initiated and are reflected, in the economic-financial flows forecast for 2024 and 2025. These
measures include:
-
-
the purchase of Guarantee of Origin certificates for electrical energy, that is, documents that
certify the renewable origin of the energy sources used, which for 2023 are recorded under
Other costs;
investment projects for new products and energy efficiency, which had already begun in
2021, and investments initiated in 2023 for the electrification of the vulcanisers. The
investments made in 2023, are included in the increases in property, plant and equipment.
With reference to investments for new products, it should be noted that the assets used to
date for tyre production do not need to be replaced, but will be subject to possible
improvements. Instead, with reference to projects to achieve energy efficiency, there are
mainly foreseen improvements and purchases of additional components to existing assets.
583
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Lastly, the projects to electrify the vulcanisers used in the production process, involve the
replacement of the non-material components of existing assets. Therefore, the types of
investments mentioned above do not impact the valuation of the useful lives of assets
currently in use and the recoverability of their carrying value at December 31, 2023;
-
research and development costs for the development of new products and operating costs
for improving energy efficiency.
With regard to the impact on the financial structure, it should be noted that at December 31, 2023,
financing geared to sustainability indexes accounted for almost 67.6% of the Group’s total gross debt
(excluding lease liabilities). Specifically, the Group had outstanding “sustainable” bank facilities to
the amount of euro 3.1 billion, of which euro 2.1 billion resulted as used at December 31, 2023, and
euro 1.0 billion was available in the form of a revolving committed credit facility, and euro 600 million
in sustainability-linked bonds (the so-called SLBs). For further information, reference should be made
to Note 23, “Borrowings from Banks and Other Financial Institutions” and Note 4, “Financial Risks
Management Policies”.
With regard to risks linked to climate change, Pirelli monitors these elements of uncertainty (both
physical - acute and chronic - and transitional) along its value chain through sensitivity analyses and
risk assessments, to assess and quantify the financial impacts (risks and opportunities) linked to
climate change and water stress, and to put in place appropriate prevention and mitigation measures
to protect its business. One instrument to support these analyses is the Group’s Climate Change
and Water Stress Risk Assessment, which is updated bi-annually to integrate these analyses with
forecasts for the medium to long-term time frame, with respect to the IPPC (Intergovernmental Panel
on Climate Change) climate scenarios, which represent a projection of global temperature increases
at the end of the century of between 1.5°C (RCP2.6) and >4°C (RCP8.5), and the IEA (International
Energy Agency) projections for energy transition which take into consideration the different levels of
ambition and speed in the implementation of climate policies (Stated Policies Scenario (STEPS),
Announced Pledges Scenario (APS) and Net Zero by 2050 (NZE).
As regards the physical risks, the potential impacts are projected over a time frame up to 2050, with
respect to the different climate scenarios of the IPCC, by assessing the potential number of business
interruption days both for the Pirelli production plants and along the supply chain. In terms of
potentially critical issues assessed according to the Group’s valuation, no significant impacts are
foreseen in the short-medium term (2023-2030), while elements of uncertainty remain on the time
scale up to 2050.
Instead, with regard to transition risks, the Group went on to evaluate, among other things, the
introduction and/or tightening of the current CO2 emission pricing schemes in the countries in which
it operates. The possible impacts, linked to an increase in the costs of production, have been
estimated based on the evolution in the cost of acquiring CO2 emission allowances, resulting from
both the forecasts published by the IEA for the STEPS, APS, NZE scenarios, and the three possible
carbon intensity pathways of the Group. No material impact emerged with regard to the short (2024)
and medium-term, while there were elements of uncertainty with regard to the long-term (2050),
especially if the NZE and APS scenarios were to occur.
584
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
At December 31, 2023, no risks of probable cash outflows had emerged that would require specific
provisions to be accrued in the Financial Statements.
The impacts of the measures to achieve the Plan’s objectives and their related risks as described
above, were taken into account in carrying out the impairment test on Goodwill and the Pirelli Brand
at December 31, 2023. In particular, with reference to the Plan period, considering the new cash
flows forecast by management for the years 2024 and 2025 and, with reference to the medium-long
term, the impacts were assessed in terms of:
-
-
the impact on the cost of capital due to the decarbonisation policies;
the impact on cash flows due to the higher costs to be incurred in the coming years to achieve
the decarbonisation targets.
For more information, reference should be made to Note 10, “Intangible Assets”.
With regard to the declarations of a non-financial nature and in particular to risks related to climate
change, as well as to sustainable development goals and to the main international commitments for
sustainability, reference should be made to the relevant sections of the Directors’ Report on
Operations and the Report on Responsible Value Chain Management, particularly the paragraph
“Adherence to the Task Force on Climate-related Financial Disclosure (TCFD)” and “TCFD
Statement” in this Annual Report, and to Pirelli’s public responses to the CDP Climate Change 2023
questionnaire.
Activities in Russia
In 2023, Russia accounted for approximately 4% of turnover.
Total equity amounted to euro 101.3 million, of which euro 65.9 million was attributable to the Parent
Company and euro 35.5 million attributable to non-controlling interests.
At the date of this document, guarantees had not been issued by Pirelli Tyre S.p.A. for the financial
and trade payables of the Russian subsidiaries to third parties and other companies of the Group.
Research and Development Expenses
Research & Development expenses for 2023 amounted to euro 288.5 million and represented 4.3%
of sales, and refer to expenses for product and process innovation, as well as for the development
of new materials. The portion allocated to research and development for High Value activities
amounted to euro 269.4 million and equalled 5.4% of High Value revenues. For further details,
585
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
reference should be made to the section “Research and Development Activities” in the Directors’
Report on Operations, which is an integral part of this document.
Remuneration for Directors and Statutory Auditors
The remuneration paid to the Directors and Statutory Auditors was as follows:
(in thousands of euro)
Directors
Statutory Auditors
Total
2023
23,855
393
24,248
2022
29,068
390
29,458
Employees - Average Headcounts
The average headcount for employees, sub-divided by category, for the companies included in the
Scope of Consolidation were as follows:
Executives and white collar staff
Blue collar staff
Temporary workers
Total
2023
2022
6,171
23,367
1,688
31,226
6,025
23,465
1,724
31,214
586
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Remuneration for Independent Auditing Firms
Pursuant to the applicable regulations, total fees for the 2023 financial year for auditing and non-
audit services rendered by the company PricewaterhouseCoopers S.p.A. and by entities belonging
to its network, are shown below:
(in thousands of euro)
Company that provided the
service
Company that received the
service
Partial fees
Total fees
Independent auditing services
PricewaterhouseCoopers S.p.A.
Pirelli & C. S.p.A.
PricewaterhouseCoopers S.p.A.
Subsidiaries
Network PricewaterhouseCoopers Subsidiaries
Independent certification services (1)
PricewaterhouseCoopers S.p.A.
Pirelli & C. S.p.A.
PricewaterhouseCoopers S.p.A.
Subsidiaries
Network PricewaterhouseCoopers Subsidiaries
PricewaterhouseCoopers S.p.A.
Subsidiaries
Network PricewaterhouseCoopers Pirelli & C. S.p.A.
Network PricewaterhouseCoopers Subsidiaries
91
1,503
1,547
227
94
33
293
265
68
3,141
76%
354
9%
626
4,121
15%
100%
(1) the item "Independent certification services" indicates the amounts paid for other services that require the issuance of an auditor’s report, as w ell as the amounts paid for the so-called certification services, as they are
concomitant w ith the statutory auditing services.
Information required by Law No. 124/2017 Art. 1 paragraphs 125-129
It should be noted, that during the course of the financial year the company Pirelli Tyre S.p.A. has:
received approximately euro 2.7 million for the agreement signed during the 2019 financial
year with MiSE (the Ministry of Economic Development, now the Ministry for Enterprises and
Made in Italy), to subsidise three Research and Development projects, for up to a maximum
of euro 6.3 million in total;
obtained approval by the MOST (National Centre for Sustainable Mobility) which is funded
by the MUR (Ministry of Universities and Research), for the subsidisation of Research and
Development activities for the “POC - Proof of Concept” and “Scalability Grant” tenders to
the amount of euro 0.4 million;
obtained, within the framework of the PNRR (National Recovery and Resilience Plan), a
concession decree from the MUR (Ministry of Universities and Research), granting a subsidy
for Research and Development activities in connection to the “National Centre for
Sustainable Mobility- MOST” initiative, for up to a maximum of euro 1.2 million;
obtained eligibility, under the Framework for State Aid – COVID-19 (Artt. 54 - 61 of the
Relaunch Decree, as amended by Art. 62 of Legislative Decree 104/2020), for subsidies for
14 applications,
in
total of approximately euro 102
non-repayable grants which were collected in full during the course of 2023.
for an overall
thousand
587
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
For the purpose of providing complete information, it should be noted that:
during the 2018 financial year, Pirelli Tyre S.p.A. received from M.I.U.R. - Ministero
dell’Istruzione, dell’Università e della Ricerca (the Ministry of Education, Universities and
Research) - a subsidised loan to the amount of euro 5,305 thousand with a duration of 5
years and an interest rate of 0.50% per annum, granted as an incentive to carry out a
Research and Development project for the advancement of innovative materials in the tyre
manufacturing process;
during the 2022 financial year, Pirelli Tyre S.p.A. had obtained a concession decree from the
MISE, for the facilitation of a Research and Development project in the area of Digital
Solutions for up to a maximum of euro 2.6 million.
Pirelli & C. S.p.A. instead obtained, again within the PNRR framework, a concession decree from
MUR (the Ministry of Universities and Research), granting a subsidy for Research and Development
activities as part of the Innovation Ecosystem, “MUSA - Multilayered Urban Sustainability Action”
initiative for up to a maximum of euro 0.4 million.
It should also be noted that in the current financial year, Pirelli Digital Solutions S.r.l. has signed a
Regional Programme Contract with the Region of Puglia, which provides for the subsidisation of
investments and R&D activities at the new Digital Solutions Centre in Bari, for a maximum of euro
4.9 million in non-repayable grants, of which euro 2.4 million was collected during the current
financial year.
Atypical and/or Unusual Operations
Pursuant to CONSOB Notice No. 6064293 of July 28, 2006, it should be noted that during the course
of the 2023 financial year, that no atypical and/or unusual transactions as defined in the aforesaid
Notice, were carried out by the Company.
588
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Exchange Rates
The main exchange rates used for consolidation were as follows:
(local currency vs euro)
Period-end Exchanges Rates
12/31/2023
12/31/2022
Change
in %
Average Exchange Rates
2023
2022
Change in %
Swedish Krona
Australian Dollar
Canadian Dollar
Singaporean Dollar
US Dollar
Swiss Franc
Egyptian Pound
Turkish Lira
Romanian Leu
Argentinian Peso
Mexican Peso
South African Rand
Brazilian Real
Chinese Renminbi
Russian Rouble
British Pound Sterling
Japanese Yen
11.0960
11.1283
(0.29%)
11.4755
10.6326
1.6263
1.4642
1.4591
1.1050
0.9260
34.2093
32.5739
4.9746
1.5693
1.4440
1.4300
1.0666
0.9847
26.4357
19.9349
4.9474
3.63%
1.40%
2.03%
3.60%
(5.96%)
29.41%
63.40%
0.55%
1.6286
1.4594
1.4522
1.0812
0.9719
33.2384
32.5739
4.9465
1.5167
1.3695
1.4512
1.0531
1.0047
20.3224
19.9349
4.9313
7.93%
7.38%
6.57%
0.07%
2.68%
(3.27%)
63.55%
63.40%
0.31%
893.3373
188.9589
372.77%
893.3373
188.9589
372.77%
18.6988
20.3477
5.3516
7.8264
99.1919
0.8691
20.7073
18.0986
5.5694
7.4284
75.6553
0.8869
156.3300
140.6600
(9.70%)
12.43%
(3.91%)
5.36%
31.11%
(2.02%)
11.14%
19.2060
19.9520
5.4022
7.6184
92.1863
0.8699
21.1915
17.2086
5.4468
7.0829
71.4929
0.8528
151.9632
138.0274
(9.37%)
15.94%
(0.82%)
7.56%
28.94%
2.00%
10.10%
Net Financial Position
(Alternative Performance Indicators not provided for by the accounting standards).
(in thousands of euro)
Note 12/31/2023
12/31/2022
of which related
parties (note 42)
of which related parties (note
42)
Current borrowings from banks and other financial institutions
Current derivative financial instruments (liabilities)
Non-current borrowings from banks and other financial institutions
Non-current derivative financial instruments (liabilities)
Total gross debt
Cash and cash equivalents
Other financial assets at fair value through Income Statement
Current financial receivables **
Current derivative financial instruments (assets)
Net financial debt *
Non-current derivative financial instruments (assets)
Non-current financial receivables **
Total net financial (liquidity) / debt position
23
27
23
27
19
18
15
27
27
15
789,527
18,183
3,174,678
-
3,982,388
(1,252,769)
(228,759)
(106,065)
(7,360)
2,387,435
(12,886)
(112,829)
2,261,720
2,242
8,326
(74,992)
(7,240)
800,389
15,046
3,690,111
-
4,505,546
(1,289,744)
(246,884)
(270,916)
(14,223)
2,683,779
(26,430)
(104,767)
2,552,582
2,979
10,444
(79,024)
(6,926)
* Pursuant to CONSOB Notice of July 28, 2006 and in compliance with the ESMA guidelines regarding disclosure requirements pursuant to the Prospectus Regulation applicable from
May 5, 2021.
** The item "financial receivables" is reported net of the relative provisions for impairment which amounted to euro 10,968 thousand at December 31, 2023 (euro 10,545 thousand at
December 31, 2022).
589
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Net financial debt is summarised below based on the format provided by the ESMA guidelines:
(in thousands of euro)
Cash and cash equivalents
Other current financial assets
of which Current financial receivab les
of which Current derivative financial instruments (assets)
of which Other financial assets at fair value through Income Statement
Liquidity
Current borrowings from banks and other financial institutions
Current derivative financial instruments (liabilities)
Current financial debt
Current net financial debt
Non-current borrowings from banks and other financial institutions
Non-current derivative financial instruments (liabilities)
Non-current financial debt
Total net financial debt *
12/31/2023
12/31/2022
(1,252,769)
(342,184)
(106,065)
(1,289,744)
(532,023)
(270,916)
(7,360)
(14,223)
(228,759)
(1,594,953)
789,527
18,183
807,710
(246,884)
(1,821,767)
800,389
15,046
815,435
(787,243)
(1,006,332)
3,174,678
-
3,174,678
3,690,111
-
3,690,111
2,387,435
2,683,779
* Pursuant to CONSOB Notice of July 28, 2006 and in compliance with the ESMA guidelines regarding disclosure
requirements pursuant to the Prospectus Regulation applicable from May 5, 2021.
590
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
SCOPE OF CONSOLIDATION
Companies consolidated line-by-line
Company
Europe
Austria
Pirelli GmbH
Belgium
.
Business
Headquarters
Currency Share Capital
% holding
Held by
Agent
Vienna
Euro 726,728
100.00%
Pirelli Tyre (Suisse) S.A.
Pirelli Tyres Belux S.A.
Agent
Brussels
Euro
700,000
99.996%
Pirelli Tyre (Suisse) S.A.
0.004%
Pneus Pirelli S.A.S.
France
Pneus Pirelli S.A.S.
Distributor
Villepinte
Euro 1,515,858
100.00%
Pirelli Tyre S.p.A.
Germany
Deutsche Pirelli Reifen Holding GmbH
Holding
Driver Handelssysteme GmbH
Pirelli Deutschland GmbH
Pirelli Personal Service GmbH
Service provider
Manufacturer and
distributor
Service provider
PK Grundstuecksverwaltungs GmbH
Dormant
Driver Reifen und KFZ-Technik GmbH
Distribution chain
Greece
Breuberg /
Odenwald
Breuberg /
Odenwald
Breuberg /
Odenwald
Breuberg /
Odenwald
Hoechst /
Odenwald
Breuberg /
Odenwald
Euro 7,694,943
100.00%
Pirelli Tyre S.p.A.
Euro 26,000
100.00%
Euro 23,959,100
100.00%
Euro 25,000
100.00%
Euro 26,000
100.00%
Euro 259,225
100.00%
Deutsche Pirelli Reifen Holding
GmbH
Deutsche Pirelli Reifen Holding
GmbH
Deutsche Pirelli Reifen Holding
GmbH
Deutsche Pirelli Reifen Holding
GmbH
Deutsche Pirelli Reifen Holding
GmbH
Elastika Pirelli C.S.A.
Distributor Elliniko-Argyroupoli
Euro
11,630,000
99.90%
Pirelli Tyre S.p.A.
0.10%
Pirelli Tyre (Suisse) S.A.
Pirelli Hellas S.A. (in liquidation)
Under liquidation
Athens
US $ 22,050,000
79.86%
Pirelli Tyre S.p.A.
The Experts in Wheels - Driver Hellas C. S.A.
Service provider Elliniko-Argyroupoli
Euro 100,000
74.00%
Elastika Pirelli C.S.A.
591
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Company
Italy
Driver Italia S.p.A.
Driver Servizi Retail S.p.A.
HB Servizi S.r.l.
Maristel S.r.l.
NewCo Micromobility S.r.l.
Pirelli Digital Solutions S.r.l.
Pirelli Industrie Pneumatici S.r.l.
Business
Headquarters
Currency Share Capital
% holding
Held by
Service provider
Service provider
Service provider
Service provider
Service provider
Service provider
Milan
Milan
Milan
Milan
Milan
Milan
Manufacturer
Settimo Torinese
(To)
Euro 350,000
71.21%
Pirelli Tyre S.p.A.
Euro 120,000
100.00%
Pirelli Tyre S.p.A.
Euro 10,000
100.00%
Pirelli & C. S.p.A.
Euro 50,000
100.00%
Pirelli & C. S.p.A.
Euro 10,000
100.00%
Pirelli Tyre S.p.A.
Euro 500,000
100.00%
Pirelli Tyre S.p.A.
Euro
40,000,000
100.00%
Pirelli Tyre S.p.A.
Pirelli International Treasury S.p.A.
Financial
Milan
Euro
125,000,000
70.00%
Pirelli Tyre S.p.A.
Pirelli Servizi Amministrazione e Tesoreria
S.p.A.
Service provider
Pirelli Sistemi Informativi S.r.l.
Service provider
Pirelli Tyre S.p.A.
Principal
Poliambulatorio Bicocca S.r.l.
Service provider
Milan
Milan
Milan
Milan
Euro 2,047,000
100.00%
Pirelli & C. S.p.A.
Euro 1,010,000
100.00%
Pirelli & C. S.p.A.
Euro 558,154,000
100.00%
Pirelli & C. S.p.A.
Euro 10,000
100.00%
Pirelli Tyre S.p.A.
30.00%
Pirelli & C. S.p.A.
The Netherlands
Pirelli China Tyre N.V.
Holding and Agent
Rotterdam
Euro 38,045,000
100.00%
Pirelli Tyre S.p.A.
Poland
Driver Polska Sp. z o.o.
Service provider
Warsaw
Pol. Zloty 100,000
69.00%
Pirelli Polska Sp. z o.o.
Pirelli Polska Sp. z o.o.
Distributor
Warsaw
Pol. Zloty 625,771
100.00%
Pirelli Tyre S.p.A.
592
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Company
United Kingdom
CTC 2008 Ltd.
Business
Headquarters
Currency Share Capital
% holding
Held by
Pirelli Cif Trustees Ltd.
Trustees
Burton-on-Trent
Dormant
Burton-on-Trent
British Pound
Sterling
British Pound
Sterling
100,000
100.00%
Pirelli UK Tyres Ltd.
4
50.00%
Pirelli General & Overseas Pension
Trustees Ltd.
50.00% Pirelli Tyres Pension Trustees Ltd.
Pirelli International Limited (ex Pirelli International
plc)
Dormant
Burton-on-Trent
Euro 5,000,000
100.00%
Pirelli Tyre S.p.A.
Pirelli Motorsport Services Ltd.
Service provider
Burton-on-Trent
Pirelli General Executive Pension Trustees Ltd.
Trustees
Burton-on-Trent
Pirelli General & Overseas Pension Trustees
Ltd.
Trustees
Burton-on-Trent
Pirelli Tyres Executive Pension Trustees Ltd.
Trustees
Burton-on-Trent
Pirelli Tyres Ltd.
Dormant
Burton-on-Trent
Pirelli Tyres Pension Trustees Ltd.
Trustees
Burton-on-Trent
Pirelli UK Ltd.
Pirelli UK Tyres Ltd.
Slovakia
Holding
Burton-on-Trent
Manufacturer and
distributor
Burton-on-Trent
British Pound
Sterling
British Pound
Sterling
British Pound
Sterling
British Pound
Sterling
British Pound
Sterling
British Pound
Sterling
British Pound
Sterling
British Pound
Sterling
1
100.00%
1
100.00%
1
100.00%
Pirelli UK Ltd.
Pirelli UK Ltd.
Pirelli UK Ltd.
1
100.00%
Pirelli Tyres Ltd.
16,000,000
100.00%
Pirelli UK Tyres Ltd.
1
100.00%
Pirelli Tyres Ltd.
163,991,278
100.00%
Pirelli & C. S.p.A.
85,000,000
100.00%
Pirelli Tyre S.p.A.
Pirelli Slovakia S.R.O.
Distributor
Bratislava
Euro 6,639
100.00%
Pirelli Tyre S.p.A.
Romania
Pirelli Tyres Romania S.r.l.
Russia
Manufacturer and
distributor
Slatina
Rom. Leu 2,189,797,300
100.00%
Pirelli Tyre S.p.A.
Closed Joint Stock Company "Voronezh Tyre
Plant"
Manufacturer
Voronezh Russian Rouble 1,520,000,000
100.00%
Limited Liability Company Pirelli
Tyre Russia
Limited Liability Company Pirelli Tyre Services
Service provider
Moscow Russian Rouble
54,685,259
95.00%
Pirelli Tyre (Suisse) S.A.
Limited Liability Company "Industrial Complex
"Kirov Tyre"
Limited Liability Company Pirelli Tyre Russia
Manufacturer
Kirov Russian Rouble 348,423,221
100.00%
Limited Liability Company Pirelli
Tyre Russia
Manufacturer and
distributor
Moscow Russian Rouble 6,153,846
65.00%
Pirelli Tyre (Pty) Ltd.
5.00%
Pirelli Tyre S.p.A.
593
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Company
Spain
Business
Headquarters
Currency Share Capital
% holding
Held by
Euro Driver Car S.L.
Service provider
Valencia
Euro 960,000
58.44%
Neumaticos Arco Iris S.A.
Service provider
Valencia
Euro 302,303
66.20%
Pirelli Neumaticos S.A. - Sociedad
Unipersonal
Pirelli Neumaticos S.A. - Sociedad
Unipersonal
Pirelli Neumaticos S.A. - Sociedad Unipersonal
Distributor
Valencia
Euro 25,075,907
100.00%
Pirelli Tyre S.p.A.
Sweden
Dackia Aktiebolag
Distribution chain
Stockholm
Swed. Krona 31,000,000
100.00%
Pirelli Tyre S.p.A.
Pirelli Tyre Nordic Aktiebolag
Distributor
Stockholm
Swed. Krona 950,000
100.00%
Pirelli Tyre S.p.A.
Switzerland
Driver (Suisse) S.A.
Service provider
Bioggio
Swiss Franc 100,000
100.00%
Pirelli Tyre (Suisse) S.A.
Pirelli Group Reinsurance Company S.A.
Insurance
Basel
Swiss Franc 3,000,000
100.00%
Pirelli & C. S.p.A.
Pirelli Tyre (Suisse) S.A.
Turkey
Distributor /
Distribution chain
Basel
Swiss Franc 1,000,000
100.00%
Pirelli Tyre S.p.A.
Pirelli Lastikleri Dis Ticaret A.S.
Service provider
Istanbul
Turkish Lira 50,000
100.00%
Pirelli Otomobil Lastikleri A.S.
Pirelli Otomobil Lastikleri A.S.
Hungary
Manufacturer and
distributor
Istanbul
Turkish Lira 190,000,000
100.00%
Pirelli Tyre S.p.A.
Pirelli Hungary Tyre Trading and Services Ltd.
Distributor
Budapest
Hun. Forint 3,000,000
100.00%
Pirelli Tyre S.p.A.
North America
Canada
Pirelli Tire Inc.
U.S.A.
Pirelli North America Inc.
Pirelli Tire LLC
Prestige Stores LLC
Agent
St-Laurent
(Quebec)
Holding
New York (New
York)
Can. $ 6,000,000
100.00%
Pirelli Tyre (Suisse) S.A.
US $ 10
100.00%
Pirelli Tyre S.p.A.
Manufacturer and
distributor
Dormant
Rome (Georgia)
US $ 1
100.00%
Pirelli North America Inc.
Los Angeles
(California)
US $ 10
100.00%
Pirelli Tire LLC
594
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Company
Business
Headquarters
Currency Share Capital
% holding
Held by
Central/South America
Argentina
Pirelli Neumaticos S.A.I.C.
Manufacturer and
distributor
Buenos Aires
Arg. Peso
2,948,055,176
99.83%
Pirelli Tyre S.p.A.
0.17%
Pirelli Pneus Ltda.
Latam Servicios Industriales S.A
Service provider
Buenos Aires
Arg. Peso
100,000
95.00%
Pirelli Neumaticos S.A.I.C.
5.00%
Pirelli Pneus Ltda..
Brazil
Comercial e Importadora de Pneus Ltda.
Distribution chain
Sao Paulo
Bra. Real 381,473,982
100.00%
Pirelli Comercial de Pneus Brasil
Ltda.
Pirelli Comercial de Pneus Brasil Ltda.
Distributor
Sao Paulo
Bra. Real
710,994,861
85.00%
Pirelli Tyre S.p.A.
15.00% Pirelli Latam Participaçoes Ltda.
Pirelli Latam Participaçoes Ltda.
Holding
Sao Paulo
Bra. Real 513,179,752
100.00%
Pirelli Tyre S.p.A.
Pirelli Ltda.
Pirelli Pneus Ltda..
Service provider
Sao Paulo
Bra. Real 14,000,000
100.00%
Pirelli & C. S.p.A.
Manufacturer and
distributor
Campinas (Sao
Paulo)
Bra. Real
2,267,223,894
85.03%
Pirelli Tyre S.p.A.
14.97% Pirelli Latam Participaçoes Ltda.
Comércio e Importação Multimarcas de Pneus
Ltda.
Dormant
Sao Paulo
Bra. Real
3,691,500
85.00%
Pirelli Tyre S.p.A.
15.00% Pirelli Latam Participaçoes Ltda.
C.P.Complexo Automotivo de Testes, Eventos e
Entretenimento Ltda.
Service provider
Elias Fausto (Sao
Paulo)
Bra. Real
89,812,000
60.00%
Pirelli Pneus Ltda.
TLM - Total Logistic Management Serviços de
Logistica Ltda.
Service provider
Sao Paulo
Bra. Real
3,074,417
99.99%
Pirelli Pneus Ltda.
0.01%
Pirelli Ltda.
40.00%
Pirelli Comercial de Pneus Brasil
Ltda.
Chile
Pirelli Neumaticos Chile Ltda.
Distributor
Santiago
US $
3,520,000
85.25%
Pirelli Comercial de Pneus Brasil
Ltda.
14.73% Pirelli Latam Participaçoes Ltda.
0.02%
Pirelli Ltda.
Colombia
Pirelli Tyre Colombia S.A.S.
Mexico
Pirelli Neumaticos S.A. de C.V.
Distributor
Santa Fe De
Bogota
Col. Peso/000
1,863,222,000
85.00%
Pirelli Comercial de Pneus Brasil
Ltda.
15.00% Pirelli Latam Participaçoes Ltda.
Manufacturer and
distributor
Silao
Mex. Peso
11,595,773,848
99.83%
Pirelli Tyre S.p.A.
0.17% Pirelli Latam Participaçoes Ltda.
595
Pirelli & C. S.p.A. – 2023 Annual Report
Consolidated Financial Statements
Company
Africa
Egypt
Business
Headquarters
Currency Share Capital
% holding
Held by
Pirelli Egypt Tyre Trading S.A.E.
Holding
Giza
Egy. Pound 84,250,000
100.00%
Pirelli Tyre S.p.A.
Pirelli Egypt Consumer Tyre Distribution S.A.E.
Distributor
Giza
Egy. Pound
89,000,000
99.89%
Pirelli Egypt Tyre Trading S.A.E.
0.06%
0.06%
Pirelli Tyre S.p.A.
Pirelli Tyre (Suisse) S.A.
South Africa
Pirelli Tyre (Pty) Ltd.
Distributor
Gauteng 2090
S.A. Rand 11
100.00%
Pirelli Tyre S.p.A.
E-VOLUTION Tyre South Africa (Pty) Ltd.
Holding
Gauteng 2090
S.A. Rand 100
100.00%
Pirelli Tyre (Pty) Ltd.
Oceania
Australia
Pirelli Tyres Australia Pty Ltd.
Distributor
Pyrmont (NSW)
Aus. $ 150,000
100.00%
Pirelli Tyre (Suisse) S.A.
Asia
China
Pirelli Logistics (Yanzhou) Co., Ltd.
Service provider
Pirelli Trading (Beijing) Co., Ltd.
Service provider
Jining
Beijing
Pirelli Tyre (Jiaozuo) Co., Ltd.
Manufacturer
Jiaozuo
Pirelli Tyre Co., Ltd.
Manufacturer and
distributor
Yanzhou
Chinese
Yuan
Chinese
Yuan
Chinese
Yuan
Chinese
Yuan
5,000,000
100.00%
Pirelli Tyre Co., Ltd.
4,200,000
100.00%
Pirelli Tyre S.p.A.
350,000,000
80.00%
Pirelli Tyre S.p.A.
2,471,150,000
90.00%
Pirelli China Tyre N.V.
Pirelli Tyre Trading (Shanghai) Co., Ltd.
Service provider
Shanghai
US $ 700,000
100.00%
Pirelli China Tyre N.V.
Korea
Pirelli Korea Ltd.
United Arab Emirates
Distributor
Seoul
Korean Won 100,000,000
100.00%
Pirelli Asia Pte Ltd.
Pirelli Tyre MEAI DMCC
Distributor
Dubai
AED 50,000
100.00%
Pirelli Asia Pte Ltd.
Japan
Pirelli Japan Kabushiki Kaisha
Distributor
Tokyo
Jap. Yen 2,200,000,000
100.00%
Pirelli Tyre S.p.A.
Singapore
Pirelli Asia Pte Ltd.
Distributor
Singapore
Sing. $ 2
100.00%
Pirelli Tyre (Suisse) S.A.
596
Consolidated Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Investments accounted for by the equity method
Company
Europe
Germany
Business
Headquarters
Currency Share Capital
% holding
Held by
Industriekraftwerk Breuberg GmbH
Electricity
generation
Hoechst /
Odenwald
Euro 1,533,876
26.00%
Pirelli Deutschland GmbH
Greece
Eco Elastika S.A.
Tyres
Athens
Euro 60,000
20.00%
Elastika Pirelli C.S.A.
Italy
Consorzio per la Ricerca di Materiali
Avanzati (CORIMAV)
Eurostazioni S.p.A.
Poland
Centrum Utylizacji Opon Organizacja
Odzysku S.A.
Slovakia
ELT Management Company Slovakia
S.R.O.
Romania
Financial
Financial
Milan
Rome
Euro
Euro
103,500
100.00%
Pirelli & C. S.p.A.
160,000,000
32.71%
Pirelli & C. S.p.A.
Tyres
Warsaw
Pol. Zloty 1,008,000.00
20.00%
Pirelli Polska Sp. z o.o.
Tyres
Bratislava
Euro 132,000.00
20.00%
Pirelli Slovakia S.R.O.
S.C. Eco Anvelope S.A.
Tyres
Bucharest
Rom. Leu
160,000
20.00%
S.C. Pirelli Tyres Romania S.r.l.
Spain
Signus Ecovalor S.L.
Tyres
Madrid
Euro
200,000
20.00%
Pirelli Neumaticos S.A. - Sociedad
Unipersonal
Asia
China
Xushen Tyre (Shanghai) Co, Ltd
Jining Shenzhou Tyre Co, Ltd
Tyres
Tyres
Shanghai
Renminbi
1,050,000,000
49.00%
Pirelli Tyre S.p.A.
Jining City
Renminbi
1,050,000,000
100.00% Xushen Tyre (Shanghai) Co, Ltd
Indonesia
PT Evoluzione Tyres
Tyres
Subang
Rupee 1,313,238,780,000
63.04%
Pirelli Tyre S.p.A.
597
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
FINANCIAL STATEMENTS
AT DECEMBER 31, 2023
598
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Note
12/31/2023
12/31/2022
of which related
parties (Note 39)
of which related
parties (Note 39)
62,770,446
2,278,775,885
4,624,448,778
6,374,500
50,748,726
1,700,615,890
1,700,000,000
12,751,956
12,751,956
66,257,632
2,279,105,345
4,624,548,537
6,374,500
46,339,548
611,841
26,069,768
7,049,307,171
-
26,069,768
STATEMENT OF FINANCIAL POSITION (in euro)
Property, plant and equipment
Intangible assets
Investments in subsidiaries
Investments in associates
Other financial assets at fair value through other comprehensive income
Other receivables
Derivative financial instruments
Non-current assets
Trade receivables
Other receivables
Cash and cash equivalents
Tax receivables
Derivative financial instruments
Current assets
Total assets
Shareholders' equity:
- Share capital
- Other reserves
- Retained earnings reserve
- Net income of the year
Total shareholders' equity
Borrowings from banks and other financial institutions
Other payables
Provisions for liabilities and charges
Provision for deferred tax liabilities
Employee benefit obligations
Non-current liabilities
Borrowings from banks and other financial institutions
Trade payables
Other payables
Provisions for liabilities and charges
Employee benefit obligations
Tax payables
Derivative financial instruments
Current liabilities
Total Liabilities and Equity
8
9
10
11
12
13
17
14
13
15
16
17
18
19
23
20
24
21
19
22
23
20
21
25
17
8,736,486,181
55,664,952
193,859,523
34,444
34,811,976
6,884
284,377,779
9,020,863,960
1,904,374,936
2,208,899,752
594,508,404
242,882,239
4,950,665,331
2,823,717,789
405,644
43,837,587
577,994,950
15,490,804
3,461,446,774
443,660,509
28,344,467
84,008,389
31,200,000
820,000
20,714,671
3,819
608,751,855
9,020,863,960
54,682,932
180,323,214
43,998,674
42,901,414
2,215,171,633
2,200,674,916
34,559,526
6,884
211,511
22,144,151
3,180,768
762,197
3,422,612
33,240,532
20,714,671
3,819
36,115
97,981,425
3,297,794
2,360,485,641
9,409,792,812
1,904,374,936
2,221,332,158
559,833,511
252,485,607
4,938,026,212
3,318,862,779
354,820
39,061,812
592,549,059
13,104,639
3,963,933,109
363,155,814
25,548,576
73,608,589
25,135,738
-
20,353,208
31,566
507,833,491
9,409,792,812
97,445,841
3,297,794
211,511
21,842,562
3,016,050
-
4,557,210
36,536,630
20,124,321
31,566
599
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
INCOME STATEMENT (in euro)
Note
2023
2022
Revenues from sales and services
Other income
Raw materials and consumables used
Personnel expenses
Amortisation, depreciation and impairment
Other costs
Net impairment loss on financial assets
Operating income (loss)
Net income (loss) from equity investments
- gains on equity investments
- losses on equity investments
- dividends
Financial income
Financial expenses
Net income (loss) before taxes
Taxes
Total net income of the year
27
28
29
30
31
32
33
34
35
36
37
72,998,400
120,864,873
(302,204)
(75,579,525)
(10,288,263)
(118,949,871)
-
(11,256,590)
277,269,278
288,065
(6,600,000)
283,581,213
91,420,273
(137,146,716)
220,286,245
22,595,994
242,882,239
of which related parties
(Note 39)
of which related parties
(Note 39)
72,988,718
116,905,955
-
(10,123,237)
68,321,749
111,838,735
(385,916)
(62,086,223)
(9,696,166)
68,282,024
105,847,048
(21,200)
(7,420,158)
(38,131,203)
(111,636,220)
(42,336,246)
288,065
(6,600,000)
280,117,016
91,390,202
9,088,261
(48,137)
(3,692,178)
277,295,790
-
(32,471,101)
309,766,891
30,773,281
(68,690,826)
235,686,067
16,799,540
252,485,607
-
(32,471,101)
306,814,396
30,336,630
(8,736,753)
600
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
STATEMENT OF COMPREHENSIVE INCOME (in euro)
A
Net income of the year
- Remeasurement of employee benefits
- Tax effect
- Fair value adjustment of other financial assets at fair value through other
comprehensive income
B
Total items that may not be reclassified to income statement
Fair value adjustment of derivatives designated as cash flow hedge:
- Gains / (losses) for the year
- (Gains) / losses reclassified to income statement
- Tax effect
Cost of hedging
- Gains / (losses) for the year
- (Gains) / losses reclassified to income statement
- Tax effect
C
D
Total items reclassified / that may be reclassified to income statement
Total other components of comprehensive income (B+C)
A+D
Total comprehensive income / (loss) for the financial year
Note
2023
2022
242,882,239
252,485,607
21
12
17
17
17
17
(40,979)
9,835
320,681
(123,881)
4,598,465
(8,477,808)
4,567,321
(8,281,008)
(4,576,185)
(17,542,816)
5,308,560
-
-
-
(16,810,441)
(12,243,120)
230,639,119
57,732,239
(2,310,568)
(13,301,201)
(120,571)
(446,326)
136,055
41,689,628
33,408,620
285,894,227
601
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
STATEMENT OF CHANGES IN EQUITY (in euro) (note 18)
Share
Capital
Legal
Reserve
Share Premium
Reserve
Concentration
Reserve
Other
Reserves
Other O.C.I.
Reserves (*)
Merger
Reserve
Reserve from
results carried
forward
Net result
of the year
Total
Total at 12/31/2021
1,904,374,936
380,874,988
630,380,599
12,466,897
133,734,599
7,538,741
1,022,927,715
504,214,886
216,618,625
4,813,131,985
Dividend distribution as per resolution of May 18, 2022
Result carried forward
Other components of comprehensive income
Result for the year
Total comprehensive income/(loss) for the year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
33,408,620
-
-
33,408,620
-
-
-
-
-
-
(161,000,000)
(161,000,000)
55,618,625
(55,618,625)
-
-
-
-
33,408,620
252,485,607
252,485,607
-
252,485,607
285,894,227
Total at 12/31/2022
1,904,374,936
380,874,988
630,380,599
12,466,897
133,734,599
40,947,360
1,022,927,715
559,833,511
252,485,607
4,938,026,212
Dividend distribution as per resolution of June 29, 2023
Result carried forward
Other components of comprehensive income
Result for the year
Total comprehensive income/(loss) for the year
Other changes
Total at 12/31/2023
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(12,243,120)
-
-
-
(12,243,120)
-
(189,286)
-
-
-
-
-
-
-
(218,000,000)
(218,000,000)
34,485,607
(34,485,607)
-
-
-
-
(12,243,120)
242,882,239
242,882,239
-
242,882,239
230,639,119
189,286
-
-
1,904,374,936
380,874,988
630,380,599
12,466,897
133,734,599
28,514,954
1,022,927,715
594,508,404
242,882,239
4,950,665,331
(in euro)
BREAKDOWN OF OTHER O.C.I. RESERVES *
Reserve for fair value
adjustment of financial
assets at fair value through
other comprehensive
income
Reserve for cost of
hedging
Cash flow hedge
reserve
Reserve
Remeasurement for
employee benefit
Tax effect
Total other
O.C.I.
Reserves
Balance at 12/31/2021
Other components of comprehensive income
Balance at 12/31/2022
Other components of comprehensive income
Other changes
Balance at 12/31/2023
8,269,907
(8,477,808)
(207,901)
4,598,465
(189,286)
4,201,278
566,898
(566,898)
-
-
-
-
(3,991,464)
1,824,591
868,809
7,538,741
55,421,671
51,430,207
320,681
(13,289,027)
33,408,620
2,145,272
(12,420,218)
40,947,360
(22,119,001)
(40,979)
5,318,395
(12,243,120)
-
-
-
(189,286)
29,311,206
2,104,293
(7,101,823)
28,514,954
602
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
CASH FLOW STATEMENT (in euro)
Note
2023
2022
Net income (loss) before taxes
Reversals of amortisation, depreciation, impairment losses
Reversal of accruals/releases
Reversal of (Financial income)/financial expenses
Reversal of Dividends
Reversal of (gain)/losses on investments
Reversal of (Gains)/losses from sales of property,plant and equipment
Change in Trade receivables
Change in Trade payables
Change in Other receivables
Change in Other payables
Change in Tax receivables/Tax payables
Use of Provisions for employee benefit obligations
Use of Other provisions
A Net cash flows provided by/(used in) operating activities
- of which related parties
Investments in property, plant and equipment
Disposal of property, plant and equipment
Investments in intangible assets
Disposal/(Acquisition) of investments in subsidiaries
Disposals /(Acquisition) of other non current financial assets at fair value through other
comprehensive income
Dividends received
B Net cash provided/(used) by investment activities
- of which related parties
Change in Financial receivables
Financial income
Change in Borrowings from banks and other financial institutions due to draw down
Change in Borrowings from banks and other financial institutions due to repayments
Dividends paid
Financial expenses
Repayment of principal and payment of interest for lease liabilities
C Net cash provided/(used) by financing activities
- of which related parties
D Total net cash generated/(used) in the year (A+B+C)
31
32
36
34
34
28
14
22
13
23
16
21
20
39
8
8
9
10
12
34
39
13
35
19
19
18
36
19
39
220,286,245
235,686,067
10,288,263
19,776,987
45,726,443
9,696,166
27,456,296
37,917,544
(283,581,213)
(309,766,891)
6,311,935
32,471,101
-
(742)
(11,666,278)
(3,931,262)
4,590,969
1,670,935
898,846
6,569,732
(1,806,201)
8,824,839
76,891,193
43,923,433
-
(2,871,356)
88,322,969
(105,872)
(1,117,641)
85,816,570
188,312,576
115,736,196
(1,228,672)
-
(649,416)
742
(3,491,737)
(4,196,832)
387,824 -
189,287 -
282,105,338
309,766,891
277,962,040
304,921,385
279,028,965
306,814,396
344,008,736
579,297,000
68,524,537
30,665,824
898,224,000
1,000,000,000
(1,348,000,000)
(1,817,761,540)
(218,066,030)
(161,004,188)
(102,926,024)
(14,360,605)
(8,051,899)
(7,578,547)
(366,286,680)
(390,742,057)
418,628,634
633,110,872
(1,671)
(4,102)
E Opening balance of Cash and cash equivalents
36,115
40,217
F
Closing balance of Cash and cash equivalents (D+E)
34,444
36,115
603
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
EXPLANATORY NOTES
1. GENERAL INFORMATION
Pirelli & C. S.p.A. (hereinafter also the “Company” or the “Parent Company”) is a corporation
organized under the laws of the Republic of Italy.
Founded in 1872, it is a holding company that manages, coordinates and funds the activities of
subsidiaries (hereinafter Pirelli Group).
The registered office of the Company is in Viale Piero e Alberto Pirelli 25 – Milan.
The audit of the financial statements is entrusted to PricewaterhouseCoopers S.p.A. pursuant to
Legislative Decree January 27, 2010 no. 39 and in execution of the resolution of the shareholders’
meeting of August 1, 2017, which assigned the mandate to this company for each of the nine financial
years ending from December 31, 2017 to December 31, 2025.
As of October 4, 2017, the date on which trading of the Company’s shares began on Euronext Milan
organized and managed by Borsa Italiana S.p.A., Marco Polo International Italy Srl (“MPI Italy”) has
declared control pursuant to Art. 93 of the TUF over the Company, of which it holds approximately
37% of the share capital, without exercising activities of direction and coordination. MPI Italy, in turn
is indirectly controlled by Sinochem Holdings Corporation Ltd (“Sinochem”), a state owned enterprise
incorporated under the law of China, subject to control by the State-owned Assets Supervision and
Administrative Commission of the State Council (SASAC) of the People’s Republic of China.
Note that, following the issuance of the Golden Power Prime Ministerial Decree, the Board of
Statutory Auditors together with management have been performed analysis regarding the
permanence of the control by MPI Italy over Pirelli pursuant to both with Art. 93 of the TUF and IFRS
10; the aforesaid analysis is still ongoing. Similar activity is being carried out by MPI Italy. Pending
the outcome of the mentioned analysis, the disclosure regarding MPI Italy’s declaration of control at
this stage has not changed.
On March 6, 2024, the Board of Directors authorized publication of these Annual Financial
Statements (“Annual Financial Statements or Separate Financial Statements”).
Significant Events 2023
On January 11, 2023, Pirelli placed its first sustainability-linked bond with institutional investors for
a total nominal amount of euro 600 million, with a demand equal to almost six times the offer,
amounting to approximately euro 3.5 billion. The transaction, which took place as part of the EMTN
(Euro Medium Term Note) Program approved by the Board of Directors on February 23, 2022, offers
a coupon of 4.25%. The securities are listed on the Luxembourg Stock Exchange.
604
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
On March 6, 2023, following what was already disclosed to the market on February 22, 2023, China
National Tire & Rubber Corporation, Ltd. (“CNRC”) notified to the Presidency of the Council of
Ministers, pursuant to Legislative Decree 21/2012 (“Golden Power Regulation”), the agreement for
the renewal of the shareholders’ agreement relating, among other things, to the governance of Pirelli,
signed on May 16, 2022 by and between, among others, CNRC, Marco Polo International Italy Srl,
Camfin S.p.A. and Marco Tronchetti Provera & C. S.p.A. (the “Agreement”, the updated extract of
which is available on the Company’s website).
On June 18, 2023, Pirelli announced that - in relation to the proceedings established pursuant to the
Golden Power Regulations relating to the renewal of the Agreement (the “Golden Power
Proceedings”) - on June 16, 2023, it received communication of the provision with which the Board
of the Ministers exercised the special powers pursuant to decree law no. 21/2012 (the “Provision”).
The Provision provides for a series of requirements aimed at preparing a network of overall
measures operating to protect the autonomy of Pirelli and its management, as well as to protect the
technologies and information of strategic importance owned by the Company.
On June 29, 2023, the Shareholders’ Meeting approved, with over 99.9% of the capital represented,
the financial statements for the 2022 financial year, closed with a net profit of the Parent Company
of euro 252.5 million and a consolidated net profit of euro 435.9 million, unanimously resolving the
distribution of a dividend of euro 0.218 per ordinary share, equal to a total dividend of euro 218
million.
The Shareholders’ Meeting also approved - with a unanimous vote of the capital present - to
postpone the discussion of the further topics on the agenda to the meeting of July 31, 2023 (called
on June 20, following the Golden Power Proceedings), including the renewal of the Board of
Directors.
On July 24, 2023, Pirelli - with reference to the interest-free senior unsecured guaranteed equity-
linked bond referred to as “EUR 500 million Senior Unsecured Guaranteed Equity-linked Bonds due
2025” - communicated that following the resolution of the Shareholders’ Meeting of June 29, 2023
of distribution of a dividend of euro 0.218 per ordinary share, the conversion price of the bonds is
changed from euro 6.1395 to euro 6.0173 in accordance with the regulation of the bond loan itself.
On July 27, 2023, the Pirelli Board of Directors approved some Articles of Association amendments
in compliance with the requirements of the Golden Power Provision.
In particular, the amendments concern:
the introduction of a new paragraph 3.3 with the following wording: “In any case, in relation to
the Board resolutions relating to the assets of strategic importance of the Company as
identified by the decree of the President of the Council of Ministers of June 16, 2023, with
which the special powers were exercised pursuant to and for the purposes of article 2 of
decree-law March 15, 2012, no. 21, converted, with amendments, by law May 11, 2012, no.
56, the proposal is reserved to the CEO and any decision contrary to it can only be adopted
with the vote of at least 4/5 of the Board of Directors”;
605
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
the introduction of a new paragraph 11.10 with the following wording: “In relation to the relevant
Board resolutions, the appointment and dismissal from the office of Key Managers, and
therefore (i) of the General Manager, (ii) of the Financial Reporting Manager; (iii) of the
Secretary of the Board of Directors of the Company and, in general (iv) of the managers
qualified pursuant to the Executive Vice President company procedure, the proposal is
reserved to the CEO and any decision contrary to the same can be adopted only with the vote
of at least 4/5 of the Board of Directors”; and
the amendment of paragraph 12.8 in order to recall the articles of the Articles of Association,
which require a qualified majority for the adoption of certain resolutions.
On August 3, 2023, the Board of Directors appointed Marco Tronchetti Provera as Executive Vice
President, granting him powers relating to general strategies and the supervision of the
implementation of the business plan, and Andrea Casaluci as CEO, granting him powers for the
operational management of Pirelli. Chairman Jiao Jian is granted the legal representation of the
Company and the other powers provided for by the current Articles of Association.
The Board of Directors also established - also to implement one of the provisions of the Golden
Power Provision - the Corporate General Management, entrusting responsibility to Francesco Tanzi.
The Board - taking into account the new composition of the Board of Directors - proceeded to appoint
the members of the Board Committees - confirming all the previous Committees and introducing the
Sustainability Committee with focus on sustainability issues related to the exercise of Company
activities. For further information on the composition of the Board Committees, please refer to the
website www.pirelli.com.
The Board of Directors, subject to the favorable opinion of the Board of Statutory Auditors, finally
confirmed Fabio Bocchio as Financial Reporting Manager and Carlo Secchi (Chairman), Antonella
Carù and Alberto Bastanzio as members of the supervisory body, in continuity with the previous
mandate, which expired together with the Board that had appointed him.
On December 22, 2023, Pirelli signed an agreement with a selected pool of international banks for
a revolving committed credit line for an amount of euro 500 million with a 4-year maturity in December
2027. The new line, created as part of the usual management and optimization activity of the financial
structure, made it possible to strengthen the liquidity margin. As part of the agreement signed with
the pool of banks, Pirelli will be able to parametrize the new credit line to the new and more
challenging Science Based Targets - in line with its Commitment to Net Zero - which the company
will define as part of the new Industrial Plan after having achieved the decarbonization objectives
initially set for 2025 two years early.
2.
BASIS FOR PREPARATION
These Financial Statements have been prepared on a going concern assumption since the Directors
have verified the absence of financial, operational or other types of indicators that could indicate
606
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
critical issues regarding the ability of the Company to meet its obligations in the foreseeable future
and in particular in the next 12 months. The description of the ways in which the Company manages
financial risks is contained in Chapter 4 Financial risk management policy and Chapter 6 Capital
management policy of these Explanatory Notes.
In application of Legislative Decree of February 28, 2005, no. 38, “Exercise of the options provided
for by article 5 of regulation (EC) no. 1606/2002 on international accounting standards”, issuers are
required to prepare not only the consolidated financial statements but also the financial statements
of the Company in compliance with the international accounting standards (IFRS) issued by the
International Accounting Standards Board (IASB) and published in the Official Journal of the
European Community (GUCE).
IFRS include all International Financial Reporting Standards, International Accounting Standards
(IAS), all interpretations of the International Financial Reporting Interpretations Committee (IFRIC),
formerly the Standing Interpretations Committee (SIC).
The financial statements have been prepared on the basis of the historical cost criterion with the
exception of the following items valued at fair value:
- derivative financial instruments;
- other financial assets at fair value recorded in the other components of the comprehensive
income statement;
- other financial assets at fair value through the income statement.
Financial Statements
The separate Financial Statements at December 31, 2023 consist of the Statement of Financial
Position, the Income Statement, the Statement of Comprehensive Income, the Statement of
Changes in Equity, the Cash Flow Statement and the Explanatory Notes, and are accompanied by
the Directors’ Report on Operations.
The format adopted for the Statement of Financial Position classifies assets and liabilities as current
and non-current.
The Company has opted to present the components of profit/loss for the year in a separate Income
Statement, rather than include these components directly in the Comprehensive Income Statement.
The income statement format adopted classifies costs by nature.
The Company opted for the presentation of the tax effects and reclassifications to the income
statement of profits/losses recognized among the other components of the Comprehensive Income
Statement in previous years directly in the Comprehensive Income Statement and not in the
explanatory notes.
607
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
The Statement of Changes in Equity includes, in addition to the total gains/losses of the period, the
amounts from transactions with equity holders and the changes in reserves during the year.
In the Cash Flow Statement, the cash flows deriving from operating activities are presented using
the indirect method, according to which the profit or loss for the period is adjusted by the effects of
non-monetary items, by any deferment or accrual of past or future operating receipts or payments,
and by any revenue or cost items connected with the cash flows arising from investing activities or
financing activities.
It shall also be noted that the Group has applied the provisions of Consob Resolution no. 15519 of
July 27, 2006 in regard to the formats of financial statements and Consob Notice no. 6064293 of
July 28, 2006 in regard to corporate disclosure.
In order to provide greater clarity and comparability of the financial statement items, the amount of
the corresponding items of the previous year were adjusted where necessary.
All amounts included in the Notes, unless otherwise specified, are in euro thousands.
3.
ACCOUNTING STANDARDS
The accounting standards used in the preparation of separate financial statements are the same as
those used for the purposes of preparing the consolidated financial statements where applicable,
except as indicated below.
Investments in subsidiaries and associates
Investments in subsidiaries and associates are recorded at cost, net of any impairment losses.
In the presence of specific impairment indicators, the value of investments in subsidiaries and
associates, determined based on the historical cost basis, is tested for impairment.
The main indicators are the following:
the carrying amount of the investment in the separate financial statements exceeds the
carrying amount of the investee’s net assets (inclusive of any associates goodwill) expressed
in the consolidated financial statements;
the dividend distributed by the investee exceeds the total comprehensive income of the
investee company in the year to which the dividend refers;
the operating result achieved by the investee company is significantly lower than the amount
envisaged in the management plan;
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Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
there are expectations of significantly decreasing operating results for future years;
existence of changes in the technological, market, economic or regulatory environment in
which the investee operates that may generate significant negative economic effects on the
company’s results.
The impairment test consists of comparing the carrying amount and the recoverable value of the
investment.
If the recoverable amount of an investment is lower than the carrying amount, the latter is reduced
to the recoverable amount. This reduction constitutes an impairment loss recognised in the Income
Statement. In the event that the loss pertaining to the Company exceeds the carrying amount of the
investment and the subsidiary is obliged to fulfil legal or implicit obligations of the subsidiary or
however to cover its losses, any excess with respect to the carrying amount is recognized in a
specific provision of liabilities under the provisions for risks and charges.
The recoverable amount of an investment is identified as the greater of fair value, less costs to sell,
and value in use.
For the purposes of impairment testing, the fair value of an investment in a subsidiary or associate
with shares listed on an active market is always equivalent to its market value, irrespective of the
percentage of ownership. In the case of investments in unlisted companies, the fair value is
determined using estimates based on the best information available.
For the purposes of determining the value in use of a subsidiary and associated company, an
estimate is made of the future net operating cash flows discounted, net of the net financial position
of the company considered at the reference date of the estimate (Discounted Cash Flow criterion –
Asset side). The value in use reflects the effects of factors that may be entity specific, factors that
may not be applicable to any entity.
If the reason for impairment ceases to exist, the carrying amount of the investment is recorded in the
Income Statement, up to the original cost.
Impairment of financial receivables from subsidiaries and associates
The calculation of the impairment of financial receivables from subsidiaries and associates is made
with reference to the expected losses in the following twelve months. This calculation is based on a
matrix that includes the ratings of companies provided by independent market operators. In the event
of a significant increase in the credit risk subsequent to the origin date of the receivable, the expected
loss is calculated with reference to the entire life of the receivable. The Company assumes that the
credit risk related to a financial instrument has not increased significantly after initial recognition, if it
is determined that the financial instrument has a low credit risk at the reporting date.
609
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
The Company assesses whether there has been a significant increase in credit risk when the
counterparty rating, attributed by independent market operators, undergoes a change that shows an
increase in the probability of default. The Company considers a financial asset in default when
internal or external information indicates that it is unlikely that the Company will receive the entire
contracted amount overdue.
Dividends
Dividend income is recorded in the Income Statement when the right to receive payment is
established, which normally corresponds to the resolution approved by the Shareholders’ Meeting
for the distribution of dividends.
3.1 Accounting standards and interpretations endorsed and in force from January 1, 2023
In accordance with IAS 8 “Accounting standards, changes in accounting estimates and errors”, the
IFRS effective from January 1, 2023 are indicated below:
Amendments to IAS 1 Presentation of the financial statements and IFRS Practice Statement 2:
Disclosure on accounting standards
These amendments provide a guide for the application of materiality judgments to disclosure on
accounting standards so that they are more useful; in particular:
the obligation to indicate the “significant” accounting standards has been replaced with
the obligation to indicate the “relevant” ones;
a guide has been added on how to apply the concept of relevance to disclosures on
accounting standards.
In assessing the relevance of disclosures on accounting standards, entities must consider the
amount of transactions, other events or conditions and their nature. Said amendmens had no
impacts on the disclosures on the accounting standards applied to the Company’s Separate
Financial Statements.
Amendments to IAS 8 - Accounting standards, changes in accounting estimates and errors
These amendments introduce a new definition of “accounting estimates”, distinguishing them
more clearly from accounting standards, and provide guidance for determining whether changes
610
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
should be treated as changes in estimates, changes in accounting standards or errors. There
are no impacts on the Financial Statements of the Company.
Amendments to IAS 12 - Income taxes – deferred tax assets and liabilities deriving from a single
transaction
These amendments eliminate the possibility of not recording deferred taxes at the time of the
initial recognition of transactions that give rise to taxable and deductible temporary differences
(e.g. lease contracts).
With reference to lease contracts, these amendments also clarify that, when lease payments are
deductible for tax purposes, it is a matter of judgement (after considering the applicable tax law)
whether such deductions are attributable for tax purposes to the recorded lease liability or to the
related right of use. If the tax deductions are attributed to the right of use, the tax values of the
right of use and the lease liability are equal to their carrying amounts, and no temporary
differences arise at the time of initial recognition. However, if the tax deductions are attributed to
the lease liability, the tax values of the right of use and the lease liability are null, giving rise to
taxable and deductible temporary differences, respectively. Even if the gross temporary
differences are the same, a deferred tax liability and a deferred tax asset must still be recorded.
There are no impacts on the Financial Statements of the Company.
IFRS 17 – Insurance contracts and Amendments to IFRS 17 – First-time application of IFRS 17
and IFRS 9 Comparative information
IFRS 17, which replaces IFRS 4 “Insurance Contracts”, defines the accounting of insurance
contracts issued and reinsurance contracts held.
The amendments make it possible to overcome the one-off classification differences of the
comparative information of the previous year at the time of the first application of IFRS 17 and
IFRS 9 Financial instruments. The optional classification overlay introduced by this amendment
allows the comparative information presented at the time of first application of IFRS 17 and IFRS
9 to be made more useful.
There are no impacts on the Financial Statements of the Company.
Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two model rules
Said amendments provide a temporary exemption to the accounting of deferred taxes resulting
from the Organization for Economic Co-operation and Development’s (OECD) international tax
611
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
reform. The OECD published Pillar Two model rules in December 2021 to ensure that large
multinational companies are subject to a minimum tax rate of 15%.
The amendments include:
a temporary exception to the accounting of deferred taxes and related disclosure arising
from jurisdictions that apply global tax rules. This will help ensure consistency of financial
statements, while facilitating the implementation of the rules; and
the publication of disclosures aimed at helping investors better understand a company’s
exposure to income taxes resulting from the reform, in particular before the entry into
force of the legislation implementing the rules.
The Separate Financial Statements at December 31, 2023 make use of the temporary exception
mentioned above. For disclosures, see note 37.
3.2
International accounting standards and/or interpretations issued but not yet in force in
2023
Pursuant to IAS 8 “Accounting standards, changes in accounting estimates and errors”, the following
are the new Standards or Interpretations that have been issued but have not yet come into force or
have not yet been endorsed by the European Union at December 31, 2023, and which are therefore
not applicable, and the foreseeable impacts on the Separate Financial Statements.
None of these Standards and Interpretations have been adopted by the Group, and thus by the
Company in advance.
Amendments to IAS 1 - Presentation of Financial Statements - Classification of liabilities as
current or non-current
The amendments clarify the criteria that must be applied for the classification of liabilities as
current or non-current and specify that the classification of a liability is not influenced by the
probability that the settlement of the liabilities be deferred by twelve months following the
reference year. The Group’s intention to liquidate the liability in the short term has no impact on
the classification. Said amendments have been endorsed by the European Union and will be
applicable from January 1, 2024. No impacts are expected on the classification of financial
liabilities following these amendments.
612
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Amendments to IAS 1 - Presentation of financial statements - non-current liabilities with
covenants
These amendments specify that the covenants to be respected after the reporting date do not
affect the classification of the debt as current or non-current at the reporting date. The
amendments instead require the company to provide information on these covenants in the notes
to the financial statements.
Said amendments have been endorsed by the European Union and will be applicable from
January 1, 2024. No impacts are expected on the classification of financial liabilities and in terms
of disclosure following these amendments.
Amendments to IFRS 16 Leases: Lease liabilities in a sale and leaseback transaction
These amendments specify the requirements for accounting for a sale and a leaseback after the
date of the transaction.
In particular, in the subsequent measurement of the liability deriving from the leasing contract,
the seller-lessee determines the “lease payments” and the “revised lease payments” in such a
way as not to record gains or losses that refer to the right of use maintained.
Said amendments have been endorsed by the European Union and will be applicable from
January 1, 2024. No impacts on the Company’s financial statements are foreseen as a result of
these amendments.
Amendments to IAS 7 Cash Flow Statement and IFRS 7 Financial instruments: Additional
information – Supplier Finance arrangements
Said amendments introduce new disclosure requirements to improve the transparency of the
information provided in relation to supplier financing agreements, in particular regarding the
effects of such agreements on the entity’s liabilities, cash flows and exposure to liquidity risk.
These amendments, which will come into force on January 1, 2024, have not yet been approved
by the European Union. No impacts on the Company’s financial statements are foreseen as a
result of these amendments.
Amendments to IAS 21 The effects of changes in exchange rates: lack of exchangeability
Said amendments clarify when a currency is exchangeable for another currency and,
consequently, when it is not. When a currency is not exchangeable with another, said
613
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
amendments define how the exchange rate to be applied is determined. The amendments also
specify the disclosure to be provided when a currency is not exchangeable.
These amendments, which will come into force on January 1, 2025, have not yet been approved
by the European Union. The Company is analyzing whether the definition of lack of
exchangeability is applicable to foreign currencies used in its transactions.
4.
FINANCIAL RISK MANAGEMENT POLICY
The measurement and management of the financial risks of Pirelli & C. S.p.A. are consistent with as
defined by the Group policies.
The Pirelli Group is exposed to financial risks. These are principally associated with foreign
exchange rates, fluctuations in interest rates, the price of financial assets held as investments, the
ability of customers to meet their obligations to the Group (credit risk), and raising funds on the
market (liquidity risk).
Financial risk management is an integral part of Group business management and is handled directly
by the headquarters in accordance with guidelines issued by the Finance Department on the basis
of general risk management strategies defined by the Managerial Risk Committee.
The main financial risk categories to which the Company is exposed are shown below:
Exchange rate risk
This risk is generated by the commercial and financial transactions that are executed in currencies
other than euro. Exchange rate fluctuations between the time when the commercial or financial
relationship is established and when the transaction is completed (collection or payment) may
generate foreign exchange gains or losses.
The Group aims to minimize the impact of transaction exchange rate risk related to volatility. To
achieve this objective, Group procedures make the Operating Units responsible for collecting
complete information about the assets and liabilities that are subject to transaction exchange rate
risk. This risk is hedged with forward contracts made with the Group Treasury.
The items subject to exchange rate risk are mainly represented by receivables and payables
denominated in foreign currency.
The Group Treasury is responsible for hedging the net position for each currency and, in accordance
with established guidelines and restrictions, it closes all risk positions by trading derivative contracts
on the market, which typically take the form of forward contracts.
614
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The Group has decided not to opt for hedge accounting pursuant to IFRS 9, insofar as the
representation of the economic and financial effects of the hedging strategy on foreign exchange
rate risk is still substantially guaranteed even without adopting such option.
Furthermore, it shall be noted that as part of the annual and three-year planning process, exchange
rate forecasts are made using the best information available on the market. The fluctuation in
exchange rates between the time when the forecast is made and the time when the commercial or
financial transaction occurs represents the exchange rate risk on future transactions.
From time to time, the Group assesses the need to engage in hedging transactions on future
transactions for which it typically uses both forward and optional purchase or sale transactions such
as risk reversal (e.g. zero cost collar). Hedge accounting in accordance with IFRS 9 is referred to
when the conditions are met.
With reference to some foreign currency loans, the Company enters into derivative contracts, cross
currency interest rate swaps, to hedge for which hedge accounting is activated in compliance with
the requirements of IFRS 9.
The effects on the shareholders’ equity and on the income statement of the Company deriving from
changes in exchange rates calculated on the hedging instruments in place at December 31, 2023
are described in note 17 “Derivative financial instruments”.
Interest rate risk
Interest rate risk is represented by the exposure to variability of the fair value or future cash flows of
financial assets or liabilities due to changes in market interest rates.
The Group assesses based on market circumstances whether to enter into derivative contracts,
typically interest rate swaps, to hedge for which hedge accounting is activated when the conditions
set out in IFRS 9 are fulfilled.
The following is an outline of the effects on the Company’s net result arising from an increase or
decrease of 0.50% in the level of interest rates, with all other conditions being equal:
(in thousands of euro)
+0.5%
-0.5%
12/31/2023
12/31/2022
12/31/2023
12/31/2022
Impact on Net income (loss)
(5,518)
(10,292)
5,518
10,292
The effects on the Company shareholders’ equity resulting from changes in the EURIBOR rate
calculated on the interest rate hedging instruments outstanding at December 31, 2023 are described
in note 17 “Derivative financial instruments”. The Company has not put in place derivatives or other
optional structures that affect the linearity of rate sensitivity on debt.
615
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
Risk of failure to meet the sustainability targets set in bank loans and bonds
As reported in note 19 “Payables to banks and other lenders,” to which reference is made for further
details, the Company has outstanding “sustainable” bank lines of 2.2 billion euros, of which 2.1 billion
euros had been drawn down as of December 31, 2023, and 0.1 billion euros available in the form of
committed revolving credit facilities and 600 million euros in Sustainability Linked Bonds (SLBs).
Failure to meet these targets would result in an increase in the contractually required interest rate
and consequently an increase in future borrowing costs and cash flows compared to what is
expected with the achievement of sustainability targets, which is not material for the Company.
Price risk associated with financial assets
The Company is exposed to price risk, which is limited to the volatility of financial assets such as
listed and unlisted stocks and bonds; these assets are classified as financial assets at fair value
recorded as other components of the statement of comprehensive income.
Derivatives hedges are not set up to limit the volatility of these assets.
Financial assets at fair value recorded as other components of the statement of comprehensive
income consist of listed securities amounted to euro 18,299 thousand (euro 16,570 thousand at
December 31, 2022) and those represented by securities indirectly associated with listed shares
(Fin. Priv. S.r.l.) amounted to euro 23,416 thousand (euro 18,864 thousand at December 31, 2022);
these financial assets represent 82% of total financial assets subject to price risk; a +5% price
change in the above listed securities, other things being equal, would result in a positive change of
euro 915 thousand of the Company’s shareholders’ equity (positive for euro 828 thousand at
December 31, 2022), while a -5% negative change of these listed securities, other things being
equal, would result in a negative change of euro 915 thousand of the Company’s shareholders’
equity (negative for euro 828 thousand at December 31, 2022).
Credit risk
Credit risk represents the Company’s exposure to contingent losses resulting from default by
commercial and financial counterparties.
The Company’s exposure to commercial and financial obligations is mainly towards Group
companies.
To limit the risk for commercial obligations towards third parties, the Company has implemented
procedures to evaluate its customers’ potential and financial solidity, for the monitoring of expected
cash flows and taking credit recovery action if necessary. The Company operates only with highly
616
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
rated financial counterparties for the management of its temporary cash surpluses and constantly
monitors its exposure to individual counterparties.
The Company does not hold public debt instruments from any European country, and constantly
monitors its net credit exposure to the banking system.
Liquidity is deposited according to risk diversification principles and in compliance with minimum
rating levels.
Liquidity risk
Liquidity risk represents the risk that the financial resources available are insufficient to meet the
financial and commercial obligations pursuant to the contractual terms and conditions.
The principal instruments used by the Group to manage liquidity risk are comprised by its annual
and three-year financial and cash-pooling plans. These allow complete and fair detection and
measurement of incoming and outgoing cash flows. The differences between plans and actual data
are constantly analyzed.
The Group has implemented a centralized cash pooling system for the management of collection
and payment flows in compliance with various local currency and tax laws. Banking relationships are
negotiated and managed centrally, in order to ensure coverage of short and medium-term financial
needs at the lowest possible cost. The procurement of medium and long-term resources on the
capital market is also streamlined through centralized management.
Prudent management of the risk described above requires maintaining an adequate level of cash or
cash equivalents and/or highly liquid short-term financial instruments, and the availability of funds
through an adequate amount of committed credit facilities and/or recourse to the capital market,
while diversifying the products and their maturities to seize the best available opportunities.
Furthermore, the Group adopts an extremely prudent approach with respect to the maturities of its
financial debt, with refinancing well in advance in order to minimize the risks associated with liquidity
crises or market shut-downs.
At December 31, 2023, the Company has, in addition to liquidity equal to euro 34 thousand (euro 36
thousand at December 31, 2022), an interest-bearing current account with Pirelli International
Treasury S.p.A. equal to euro 143,675 thousand (euro 483 thousand at December 31, 2022),
classified as current financial receivables, of unused credit lines equal to euro 600,000 thousand
(euro 100,000 thousand at December 31, 2022).
617
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
The maturities of financial liabilities at December 31, 2023 may be broken down as follows:
(in thousands of euro)
Payables to banks and other lenders
of which lease liabilities:
Trade payables
Other payables
Derivative financial instruments
Total
up to 1 year
530,197
8,004
28,344
84,008
4
642,553
from 1 to 2 years
1,391,587
7,905
-
406
-
1,391,993
12/31/2023
from 2 to 5 years
1,625,993
22,645
-
-
-
1,625,993
over 5 years
4,953
4,953
-
-
-
4,953
Total
3,552,730
43,507
28,344
84,414
4
3,665,492
The maturities of financial liabilities at December 31, 2022 may be broken down as follows:
(in thousands of euro)
Payables to banks and other lenders
of which lease liabilities:
Trade payables
Other payables
Derivative financial instruments
Total
up to 1 year
473,269
7,469
25,549
73,609
32
572,458
from 1 to 2 years
1,497,226
7,173
-
355
-
12/31/2022
from 2 to 5 years
2,005,024
20,720
-
-
-
1,497,581
2,005,024
over 5 years
11,231
11,231
-
-
-
11,231
Total
3,986,750
46,593
25,549
73,963
31
4,086,293
5.
INFORMATION ON FAIR VALUE
5.1 Fair value measurement
In relation to financial instruments measured at fair value, the following table shows the classification
of these instruments on the basis of the hierarchy of levels pursuant to IFRS 13, which reflects the
significance of the inputs used in determining the fair value. The levels are defined as follows:
level 1 – unadjusted prices quoted on an active market for assets or liabilities subject to
evaluation;
level 2 – inputs different from the quoted prices referred to in the preceding point, which are
observable on the market either directly (as in the case of prices) or indirectly (because they are
derived from prices);
level 3 – inputs that are not based on observable market data.
The fair value of financial instruments traded on active markets is based on the price quotations
published at the reporting date of the Financial Statements. These instruments, included in level 1,
primarily comprise equity investments classified as financial assets at fair value through other
comprehensive income.
The fair value of financial instruments not traded on active markets (e.g. derivatives) is determined
by the use of evaluation techniques widely used in the financial sector, which maximize the utilization
of observable and available market data:
market prices for similar instruments;
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Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
the fair value of interest rate swaps is calculated by discounting estimated future cash flows based
on observable yield curves;
the fair value of foreign exchange derivatives (forward contracts) is determined by using the
forward exchange rate at the reporting date.
The fair value of unlisted equity securities classified in level 3 of the Fair Value hierarchy is
determined mainly on the basis of data from the latest available financial statements.
The following table shows assets measured at fair value as at December 31, 2023, divided into
the three levels defined above:
(in thousands of euro)
FINANCIAL ASSETS
Other financial assets at fair value through income statement
Current derivative financial instruments
Other financial assets at fair value through other comprehensive income
Equities and shares
Investment funds
Derivative hedging instruments
Non-current derivative financial instruments
Current derivative financial instruments
TOTAL ASSETS
FINANCIAL LIABILITIES
Financial liabilities at fair value through profit or loss
Current derivative financial instruments
Derivative hedging instruments
Non-current derivative financial instruments
Current derivative financial instruments
TOTAL LIABILITIES
Note
12/31/2023
Level 1
Level 2
Level 3
17
12
12
17
17
17
17
17
7
-
50,725
24
12,752
-
63,508
(4)
-
-
(4)
18,299
-
-
-
18,299
-
-
-
-
7
23,416
24
12,752
-
36,199
(4)
-
-
(4)
-
9,010
-
-
-
9,010
-
-
-
-
The breakdown at December 31, 2022 was as follows:
FINANCIAL ASSETS
Other financial assets at fair value through income statement
Current derivative financial instruments
Other financial assets at fair value through other comprehensive income
Equities and shares
Investment funds
Derivative hedging instruments
Non-current derivative financial instruments
Current derivative financial instruments
TOTAL ASSETS
FINANCIAL LIABILITIES
Financial liabilities at fair value through profit or loss
Current derivative financial instruments
Derivative hedging instruments
Non-current derivative financial instruments
Current derivative financial instruments
TOTAL LIABILITIES
Note
12/31/2022
Level 1
Level 2
Level 3
17
12
12
17
17
17
17
17
16
-
44,564
1,776
26,070
3,281
75,707
(32)
-
-
(32)
16,570
-
-
-
16,570
-
-
-
-
16
18,864
1,776
26,070
3,281
50,007
(32)
-
-
(32)
-
9,130
-
-
-
9,130
-
-
-
-
The following table shows the changes of financial assets that occurred in level 3:
(in thousands of euro)
Opening balance
Fair value adjustments through other comprehensive income
Closing balance
These financial assets mainly consist of the equity investment in Istituto Europeo di Oncologia
(European Institute of Oncology) (euro 8,357 thousand).
12/31/2023
9,130
(120)
9,010
12/31/2022
8,966
164
9,130
619
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
In the year ended December 31, 2023, there were no transfers from level 1 to level 2 and vice versa,
nor from level 3 to other levels and vice versa.
5.2 Categories of financial assets and liabilities
The following are the carrying amounts for each class of financial asset and liability identified by
IFRS 9:
(in thousands of euro)
FINANCIAL ASSETS
Financial assets at fair value through Income Statement
Current derivative financial instruments
Financial assets at amortized cost
Other non-current receivables
Current trade receivabels
Other current receivables
Cash and cash equivalents
Financial assets at fair value through Other Comprehensive Income
Financial assets at fair value through Other Comprehensive Income
Derivative hedging instruments
Current derivative financial instruments
Non-current derivative financial instruments
TOTAL FINANCIAL ASSETS
FINANCIAL LIABILITIES
Financial liabilities at fair value through Income Statement
Current derivative financial instruments
Financial liabilities at amortized cost
Non-current borrowings from banks and other financial institutions (excl. Lease payables)
Current borrowings from banks and other financial institutions (excl. Lease payables)
Current trade payables
Other non-current payables
Other current payables
Lease payables
Non-current lease payables
Current lease payables
Note
12/31/2023
12/31/2022
17
13
14
13
15
12
17
17
17
19
19
22
23
23
19
19
7
16
1,700,616
55,665
193,860
34
1,950,175
612
43,999
2,215,172
36
2,259,819
50,749
46,340
-
12,752
12,752
3,281
26,070
29,351
2,013,683
2,335,526
4
32
2,791,152
437,166
28,344
406
84,008
3,341,076
32,566
6,495
39,061
3,283,092
357,015
25,549
355
73,609
3,739,620
35,770
6,141
41,911
TOTAL FINANCIAL LIABILITIES
3,380,141
3,781,563
6.
CAPITAL MANAGEMENT POLICY
The Company’s objective is to maximize the return on net invested capital while maintaining the
ability to operate over time, ensuring adequate returns for its shareholders and benefits for the other
stakeholders, with progressive deleverage of the financial structure in the short/medium term, as
620
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
also outlined in the section relating to the “Outlook in 2024 and in 2025” in the Directors’ Report on
Operations.
7.
ESTIMATES AND ASSUMPTIONS
The preparation of the Separate Financial Statements entails Management making estimates and
assumptions which, under certain circumstances, are based on difficult and subjective assessments
and estimates that are based on historical experience, and assumptions that are periodically
considered reasonable and realistic in light of the circumstances. Therefore, the actual results
achieved may differ from said estimates. Estimates and assumptions are reviewed periodically and
the effects of any changes made to them are reflected in the Income Statement in the period in which
the estimate is revised. If such estimates and assumptions, based on the best evaluation currently
available, should differ from actual circumstances, they will be modified accordingly in the period of
the change of the circumstances. The estimates and assumptions mainly refer to the valuation of
the recoverability of other intangible assets with indefinite useful life and of the investments in
subsidiaries, to the determination of payables for leasing and rights of use, to the determination of
taxes (current and deferred), and to the recognition/valuation of provisions for risks and charges.
Pirelli Brand (intangible assets with indefinite useful life)
The Pirelli Brand is an intangible asset with indefinite useful life not subject to amortisation, but,
pursuant to IAS 36, to impairment annually or more frequently, if specific events or circumstances
occur which may lead to the presumption of impairment.
The recoverable value configuration for the purposes of the impairment test at December 31, 2023
is the Fair Value, calculated on the basis of the income approach (Level 3 of the hierarchy of IFRS
13 – Fair Value measurement).
The key assumptions used by management are the estimate of future increases in sales and
operating cash flows and related growth rates beyond the explicit forecast period, in order to estimate
the terminal value and the discount rate, which is based on the weighted average cost of capital plus
a premium determined according to the riskiness of the specific asset.
Rights of use and lease payables
With regard to the estimates and assumptions used to determine lease payables and rights of use,
the application of IFRS 16 introduced some elements of professional judgement and the use of
621
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
assumptions and estimates in relation to the lease term, to the definition of the incremental borrowing
rate. The main ones are summarized as follows:
the contract renewal clauses are considered for the purposes of determining the duration of the
contract when the Company has the option of exercising them without the need to obtain the
consent of the counterparty and when their exercise is deemed reasonably certain. In the case
of clauses which provide for multiple renewals that can be exercised unilaterally by the Company,
only the first extension period has been considered;
the automatic renewal clauses of contracts in which both parties have the right to terminate the
contract have not been considered for the purposes of determining the duration of the contract,
as the ability to extend the duration of the same is not under the unilateral control of the Company
and the penalties to which the lessor could be exposed to is not significant. However, in the event
that the lessor is exposed to a significant penalty, the Company considers including a renewal
option in determining the duration of the contract. This assessment is also carried out considering
the degree of customization of the asset subject to leasing: if the customization is high, the lessor
may incur a significant penalty if opposing the renewal;
early termination clauses in contracts: these clauses are not considered in determining the
duration of the contract if they can only be exercised by the lessor or by both parties. If they are
unilaterally exercised by the Company, specific assessments are contractually conducted (for
example, the Company is already negotiating a new contract or has already given notice to the
lessor);
the incremental borrowing rate consists of the risk-free rate of the country in which the contract
is negotiated and is based on the duration of the contract. It is then adjusted on the basis of the
Group’s credit spread and local credit spread.
Investments in subsidiaries
Investments are assessed to establish whether there was a decrease in value, to be recorded with
impairment, if there are indications that it will be difficult to recover their net accounting value. To
establish the presence of said indications, Directors must make subjective assessments on the basis
of information available within the Company and the market, as well as historical experience.
Moreover, if it is determined that a potential impairment loss may be generated, the Company
calculates this loss using appropriate measurement techniques. The proper identification of
elements indicating the existence of a potential impairment loss, and the estimates for calculating
the amount of such losses, depend on factors that may vary over time, affecting the assessments
and estimates made by Directors. In particular, the key assumptions used by management are
estimates of future increases in sales, operating cash flows, growth rate of operating cash flows
622
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
beyond the explicit forecast period for the purpose of estimating the terminal value, and the weighted
average cost of capital (discount rate).
Provisions for risks and charges
Provisions are set aside against legal and fiscal risks related to indirect taxes, representing the risk
of losing lawsuits. The amount of provisions recorded in relation to these liabilities represents the
best estimate at the reporting date made by management for lawsuits and tax claims regarding a
vast range of issues that are subject to the jurisdiction of various countries. Such an estimate entails
making assumptions that depend on factors that may change over time and which could therefore
have a material impact with respect to the current estimates made by management for the
preparation of the Separate Financial Statements.
Income taxes (current and deferred)
Income taxes (current and deferred) are determined according to an interpretation of the tax
regulations in force. This process sometimes involves complex estimates in determining taxable
income and temporary deductible and taxable differences between accounting and tax values. In
particular, deferred tax assets are recorded to the extent that it is probable that future taxable income
will be available against which they can be recovered. The assessment of the recoverability of
deferred tax assets, recorded in relation both to tax losses that may be used in subsequent years
and to temporary deductible differences, takes into account the estimate of future taxable income
and is based on tax planning. With regard to situations in which the tax legislation in force lends itself
to interpretation, if the Group considers it probable (greater than 50%) that the tax authority will
accept the tax treatment adopted, the pre-tax result is determined in accordance with the tax
treatment applied in the tax return. Otherwise, the effect of uncertainty is reflected in the
determination of the pre-tax result. The probability refers to the fact that the tax authority does not
accept the tax treatment adopted, and not to the probability of the assessment.
8.
PROPERTY, PLANT AND EQUIPMENT
The composition was as follows:
(in thousands of euro)
- Owned tangible assets
- Rights of use
Net Value
12/31/2023
12/31/2022
30,360
32,410
62,770
31,283
34,975
66,258
623
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
8.1 Owned tangible assets
The breakdown and changes are as follows:
(in thousands of euro)
12/31/2023
12/31/2022
Land
Buildings
Plant and machinery
Industrial and trade equipment
Other assets
Assets under construction
Total
NET VALUE
(in thousands of euro)
Land
Buildings
Plant and machinery
Industrial and trade equipment
Other assets
Assets under construction
Total
NET VALUE
(in thousands of euro)
Land
Buildings
Plant and machinery
Industrial and trade equipment
Other assets
Total
Gross Value Accumulated
Depreciation
Net Value Gross Value Accumulated
Depreciation
Net Value
5,245
44,349
3,271
1,927
15,065
550
70,407
-
(25,707)
(2,177)
(1,730)
(10,433)
-
5,245
18,642
1,094
197
4,632
550
5,245
44,313
3,208
1,893
14,799
-
-
(24,484)
(2,020)
(1,489)
(10,182)
-
5,245
19,829
1,187
404
4,618
-
(40,047)
30,360
69,458
(38,175)
31,283
12/31/2022 Increases
Decreases
Reclassif.
Depreciation
12/31/2023
5,245
19,829
1,187
404
4,618
-
31,283
-
36
64
34
266
550
950
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,223)
(157)
(241)
(252)
-
(1,873)
5,245
18,642
1,094
197
4,632
550
30,360
12/31/2021 Increases
Decreases
Reclassif. Depreciation
12/31/2022
5,245
21,092
931
641
4,524
32,433
-
41
360
2
244
647
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,304)
(104)
(239)
(150)
(1,797)
5,245
19,829
1,187
404
4,618
31,283
There were no significant increases and divestments in 2023.
Financial expenses were not capitalized on tangible assets.
8.2 Rights of use
The net value of the assets for which the Company has stipulated a lease contract is as follows:
(in thousands of euro)
Rights of use Buildings
Rights of use Other assets
Net value
12/31/2023
12/31/2022
30,673
1,737
32,410
33,913
1,062
34,975
Rights of use on buildings mainly refer to contracts relating to offices.
624
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Rights of use on other assets mainly refer to contracts relating to motor vehicles. These contracts
also include the service component (non-lease component).
Lease contracts are negotiated on an individual basis and include a wide variety of terms and
conditions.
The increases in rights of use in 2023, also including remeasurement, amounted to euro 3,564
thousand (euro 3,947 thousand in 2022) and refer to vehicle and property lease contracts.
There were no reassessments or changes to significant contracts in 2023.
Depreciation of rights of use recorded in the income statement and included in the item
“amortisation, depreciation and impairment” (note 31) are as follows:
(in thousands of euro)
Buildings
Other assets
Total depreciation of right of use
2023
5,380
728
6,108
2022
5,052
776
5,828
For interest expense recorded in connection with lease contracts, refer to the information in note 36
“Financial expenses”.
For information on costs for lease contracts with a duration of less than twelve months, lease
contracts for low unit value goods and lease contracts with variable fees, refer to note 32 “Other
costs”.
For information on lease payables, refer to note 19 “Borrowings from banks and other lenders”.
9.
INTANGIBLE ASSETS
The items in question and the related changes are detailed as follows:
(in thousands of euro)
12/31/2022
Increase
Decrease
Transfers
Amortisation
12/31/2023
Pirelli Brand - indefinite life
Software licenses
Other intangible assets
Assets under construction
Total
2,270,000
855
4,820
3,430
2,279,105
-
248
1,141
615
2,004
-
-
(27)
-
(27)
-
88
2,939
(3,027)
-
-
(280)
(2,026)
-
(2,306)
2,270,000
911
6,847
1,018
2,278,776
(in thousands of euro)
12/31/2021
Increase
Decrease
Transfers
Amortisation
12/31/2022
Pirelli Brand - indefinite life
Software licenses
Other intangible assets
Assets under construction
Total
2,270,000
608
5,193
587
2,276,388
-
526
833
3,430
4,789
-
-
-
-
-
-
-
587
(587)
-
-
(279)
(1,793)
-
(2,072)
2,270,000
855
4,820
3,430
2,279,105
The Pirelli Brand (asset with indefinite useful life) for euro 2,270,000 thousand, originated following
the allocation of the merger deficit, generated following the incorporation of the parent company
625
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
Marco Polo Industrial Holding S.p.A. in 2016. The allocation of the deficit was made consistently with
the consolidated financial statements as a result of the completion of the Purchase Price Allocation.
The valuation of the useful life of the brands is based on a series of factors including the competitive
environment, market share, history of the brand, life cycles of the underlying product, operational
plans and macroeconomic environment of the countries in which the related products are sold. In
particular, the useful life of the Pirelli Brand was assessed indefinitely on the basis of its history of
one hundred fifty years of success (established in 1872) and the intention and ability of the Group to
continue investing in order to support and maintain the brand.
The increases in the year mainly refer to the enhancement of the information systems aimed at
creating a new integrated operating model.
No impairment was carried out in 2023.
Impairment test of the Pirelli Brand (asset with indefinite useful life)
The Pirelli Brand, amounting to euro 2,270,000 thousand, is an intangible asset with indefinite useful
life and therefore not subject to amortisation, but, pursuant to IAS 36, to impairment annually or more
frequently, if specific events or circumstances occur which may lead to the presumption of
impairment.
The impairment test at December 31, 2023 was performed using the assistance of an independent
third-party professional.
The recoverable value configuration for the purposes of the impairment test at December 31, 2023
is the Fair Value, calculated on the basis of the income approach (Level 3 of the hierarchy of IFRS
13 – Fair Value measurement).
The forecasts are based on the flows of the EBITDA adjusted of the 2024-2025 Industrial Plan, which
was updated compared to the Industrial Plan 2021-2022|2025 and drawn up based on the new
market context. The prospective flows obtained, reflecting the Group’s market positioning thanks to
its strategy of focusing on High Value, were prudently adjusted downwards, to reflect the reporting
asymmetry between analysts’ consensus and the updated 2024-2025 Industrial Plan, which was
approved by the Board of Directors of the Parent Company, jointly with this document, and which at
the date of this document had not been yet presented to the financial community.
The flows from the updated 2024-2025 Industrial Plan used for the purpose of determining
recoverable value express a cumulative average annual growth rate (CAGR) of revenues in the two-
year period 2024-2025 of 2.7 percent over 2023 and an average adjusted EBITDA margin for the
period of 22.7 percent.
626
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Furthermore, the estimate of fair value is based on:
- evaluation criterion for the sum of parts that also considers the contribution in terms of
royalties from the Prometeon Tyre Group for the use of the Pirelli brand in the Industrial
segment as per management forecasts;
- excess earnings pertaining to the Pirelli brand obtained by deducting the notional fee or
royalty rate of the Group’s operating activities other than the Brand, expressed at fair value,
from prospective operating income;
- discount rate of 11.12%, which includes, a premium over WACC calculated for the purpose
of impairment testing of goodwill in the consolidated financial statements and equal to 9%, a
premium determined according to the riskiness of the specific asset, and growth rate “g” in
the terminal value equal to 1%.; The pre-tax rate that equals the fair value, estimated with
after-tax cash flows discounted to after-tax discount rate, to the fair value estimated by pre-
tax flows discounted to pre-tax discount rate is 16.33%;
- TAB (Tax Amortisation Benefit), which is the tax benefit that could potentially benefit the
market participant that acquired the asset separately due to the possibility of fiscally
amortising it.
For the purposes of the impairment test, the recoverable value of the Pirelli Brand cum TAB is
compared with the respective carrying amount (cum TAB) and no impairment has emerged.
The recoverable value is higher than the carrying amount of the Brand of 19.2% while, in order for
the Fair Value to be equal to the carrying amount, a worsening variation of the key parameters is
necessary with impact on the flows of the Business Plan and in particular:
a percentage decrease in revenues of 513 basis points in the explicit forecast period and in the
terminal value;
a decrease in adjusted EBITDA margin of 89 basis points in the explicit forecast period and in
the terminal value;
an increase in the discount rate of 176 basis points in the explicit forecast period and in the
terminal value;
a decrease in the growth rate “g” of 192 basis points beyond the explicit forecast period.
With reference to climate change issues, the impacts were assessed in terms of both the discount
rate and long-term cash flows. The impact on the cost of capital is favourable and reflects the
decarbonization policies launched by the Group. The impact on long-term cash flows instead reflects
the higher costs to be incurred over the coming years to achieve the decarbonization targets. The
analysis therefore compared the benefits of the lower cost of capital with the burdens of the higher
costs to verify whether the net balance was negative (a circumstance that would have led to a
reduction in the recoverable value due to the climate change risk).
627
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
As regards the impacts on the discount rate, market data show that the ESG policies implemented
by the Group entail a lower systematic risk, which translates into a lower cost of capital compared to
comparable companies and used for the purposes of the impairment test exercise. Therefore,
considering this effect, the recoverable value would be higher.
With reference instead to long-term cash flows, the elements of greatest economic - financial
importance identified were considered - based on an update of Pirelli’s Climate Change and Water
Stress Risk Assessment with respect to the Group’s Scope 1 and 2 GHG emissions. It concerns the
costs that the Group expects to incur up until 2050 to meet the decarbonization targets, considering
the introduction and/or tightening of the current CO2 emissions pricing schemes in the countries in
which it operates. The possible impacts, linked to an increase in production costs, were estimated
on the basis of the evolution of the price of CO2 emissions allowances, resulting both from the more
prudential forecasts of the “Net Zero by 2050” (NZE) scenario published by the IEA (International
Energy Agency), and by the Group’s carbon emission intensity forecast according to its updated
Climate Transition Plan.
Since the benefit of the lower discount rate is greater than the current value of the costs to be
incurred, no impact of the climate change risk on the results of the impairment test was detected.
10.
INVESTMENTS IN SUBSIDIARIES
At December 31, 2023, this item amounted to euro 4,624,449 thousand compared to euro 4,624,549
thousand at December 31, 2022, and the breakdown is as follows:
(in thousands of euro)
HB Servizi S.r.l.
Maristel S.p.A.
Pirelli Group Reinsurance Company S.A.
Pirelli Ltda
Pirelli Servizi Amministrazione e Tesoreria S.p.A.
Pirelli Sistemi Informativi S.r.l.
Pirelli Tyre S.p.A.
Pirelli UK Ltd.
Pirelli International Treasury S.p.A.
Servizi Aziendali Pirelli S.C.p.A.
Total investments in subsidiaries
Below are the changes during the year:
(in thousands of euro)
Opening balance
Liquidation of Subsidiaries
Impairment
Closing balance
628
12/31/2023
230
1,315
6,346
8,420
3,238
1,655
4,528,245
-
75,000
-
4,624,449
12/31/2023
4,624,549
(100)
-
4,624,449
12/31/2022
230
1,315
6,346
8,420
3,238
1,655
4,528,245
-
75,000
100
4,624,549
12/31/2022
4,632,420
-
(7,871)
4,624,549
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The change in the year refers to the liquidation of the consortium company Servizi Aziendali Pirelli
S.C.p.A., finalized in August 2023.
The company checks the recorded values of its investments and the existence of impairment
indicators on the basis of as set out in paragraph 3 - Accounting standards – Investments in
subsidiaries and associates.
Following the verification of the indicators, the subsidiary on which it was necessary to carry out the
test is Pirelli Ltda. The impairment test did not give rise to the recognition of an impairment loss.
Further details are set out in the Annexes to the Explanatory Notes.
11.
INVESTMENTS IN ASSOCIATED COMPANIES
At December 31, 2023, this item amounted to euro 6,375 thousand, unchanged compared to
December 31, 2022, and the breakdown is as follows:
(in thousands of euro)
Consorzio per le Ricerche sui Materiali Avanzati (CORIMAV)
Eurostazioni S.p.A. - Roma
Total investment in associates
12/31/2023
104
6,271
6,375
12/31/2022
104
6,271
6,375
Further details are set out in the Annexes to the Explanatory Notes.
12. OTHER FINANCIAL ASSETS AT FAIR VALUE RECORDED IN THE OTHER COMPONENTS
OF THE STATEMENT OF COMPREHENSIVE INCOME (FVOCI)
Other financial assets at fair value recorded in the other components of the statement of
comprehensive income amounted to euro 50,749 thousand at December 31, 2023 (euro 46,339
thousand at December 31, 2022). The breakdown of the item for each security is as follows:
(in thousands of euro)
Listed securities
RCS Mediagroup S.p.A. - Milano
Unlisted securities
Fin. Priv Srl
Fondo Comune di Investimento Immobiliare Anastasia
Istituto Europeo di Oncologia S.r.l.
Other companies
Total financial assets at fair value through other comprehensive income
12/31/2023
12/31/2022
18,299
23,416
24
8,357
653
50,749
16,570
18,864
1,776
8,140
989
46,339
629
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
The changes in the year are shown below:
(in thousands of euro)
Opening balance
Decreases
Adjustment to fair value recognized in other comprehensive income
Closing balance
46,339
(189)
4,599
50,749
The decreases refer to the sale of the shares held in ECA International.
The fair value adjustments in the other components of the statement of comprehensive
income mainly refer to the investments in RCS MediaGroup S.p.A. (positive for euro 1,729
thousand), in Fin. Priv. S.r.l. (positive for euro 4,551 thousand), in Genextra S.p.A. (negative for euro
371 thousand), in Istituto Europeo di Oncologia (positive for euro 218 thousand), in Fondo Comune
di investimento Anastasia (negative for euro 1,751 thousand), in ECA International (positive for euro
189 thousand) and in Nomisma - Società di Studi Economici S.p.A. (positive for euro 34 thousand).
For listed securities, the fair value corresponds to the Stock Exchange listing at December 31, 2023.
For unlisted securities and real estate funds, the fair value was estimated according to available
information.
13. OTHER RECEIVABLES
The breakdown of other receivables is as follows:
(in thousands of euro)
Other receivables from subsidiaries and associates
Financial receivables from subsidiaries
Guarantee deposits
Other receivables from third parties
Receivables from tax authorities for taxes not related to income
Financial accrued interest income
Financial prepaid expenses
Total other receivables
Total
3,512
1,876,483
341
2,863
8,177
263
2,837
1,894,476
12/31/2023
Non-current
-
1,700,000
341
275
-
-
-
1,700,616
Current
Total
3,512
176,483
-
2,588
8,177
263
2,837
193,860
977
2,199,401
340
6,999
6,771
271
1,025
2,215,784
12/31/2022
Non-current Current
-
-
340
272
-
-
-
612
977
2,199,401
-
6,727
6,771
271
1,025
2,215,172
Financial receivables from subsidiaries include a loan of euro 1,700 million disbursed to Pirelli
International Treasury S.p.A. accessed on January 31, 2023 with maturity January 31, 2025, the
receivable for interest accrued not yet paid on the same line for euro 32,807 thousand and the
relation with Pirelli International Treasury S.p.A. relating to the interest-bearing current account,
regulated at interest rates market for euro 143,675 thousand.
For the purposes of applying the IFRS 9 accounting standard in relation to loans to Group
companies, management has made an estimate of the expected credit losses in the 12 months
following the closing of the financial statements. The analysis takes into consideration qualitative,
quantitative, historical, and prospective information to determine whether the intra-group loan has a
credit risk at December 31, 2023. Referring to a probability of default of a loan from the Pirelli & C.
630
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Group and considering the financial position of subsidiaries, Pirelli & C. management concluded that
any impairment required by the standard would be of an immaterial amount.
Receivables from the tax authorities for taxes not related to income for euro 8,177 thousand
mainly refer to receivables for VAT.
Accrued financial assets mainly refer to the portions of interest accrued, but not yet collected, on
interest rate swap derivative contracts.
Deferred financial assets relate mainly to the commissions on the revolving and term loan credit
line.
The carrying amount of financial receivables and other receivables approximates their fair value.
14. TRADE RECEIVABLES
Trade receivables amounted to euro 55,665 thousand compared to euro 43,999 thousand of the
previous year and the breakdown is as follows:
(in thousands of euro)
Receivables from subsidiaries
Receivables from associates
Receivables from other companies
Total receivables - gross amount
Provision for bad debt
Total receivables
12/31/2023
54,646
3
1,219
55,868
(203)
55,665
12/31/2022
42,782
3
1,421
44,206
(207)
43,999
Below is the breakdown of trade receivables, gross of the provision for bad debts based on the
currency in which they are expressed:
(in thousands of euro)
EUR
USD (Dollar USA)
RUB (Ruble Russia)
CHF
Total
% of total trade
receivables
% of total trade
receivables
12/31/2023
52,114
511
888
2,355
55,868
93%
1%
2%
4%
100%
12/31/2022
40,355
325
610
2,916
44,206
91%
1%
1%
7%
100%
Receivables from subsidiaries at December 31, 2023 mainly include the amounts that Pirelli & C.
S.p.A. charges for services rendered through Corporate functions and charge-backs of costs. The
aforementioned receivables are due within the financial year and do not show past due balances of
significant amount.
Receivables from other companies of euro 1,219 thousand (euro 1,421 thousand at December
31, 2022), shown gross of the provision for bad debts of euro 203 thousand, are past due for euro
804 thousand.
631
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
Past due receivables and receivables due have been valued in accordance with the Group policies
described in the paragraph relating to credit risk management in the “Financial risk management
policy”.
Impaired receivables include both significant positions impaired separately, and positions with similar
characteristics in terms of credit risk, grouped and impaired on a collective basis.
The change in the provision for bad debts is shown below:
(in thousands of euro)
Opening balance
Accruals
Utilizations/reversals
Closing balance
12/31/2023
207
-
(4)
203
12/31/2022
734
48
(575)
207
For trade receivables, the carrying amount is considered to approximate the applicable fair value.
15. CASH AND CASH EQUIVALENTS
At December 31, 2023, they amounted to euro 34 thousand, against euro 36 thousand at December
31, 2022 and refer to balances of bank accounts in euro repayable on demand.
The credit risk associated with cash and cash equivalents is to be considered limited because the
counterparties are represented by leading national and international banking institutions.
The value of cash and cash equivalents is considered to be aligned with the respective fair value.
16. TAX RECEIVABLES
At December 31, 2023, they amounted to euro 34,812 thousand (euro 97,981 thousand at December
31, 2022). The amount mainly includes receivables from Group companies participating in the tax
consolidation for euro 28,176 thousand (euro 97,450 thousand at December 31, 2022). The
decrease compared to the previous year essentially depends on the lower contribution of positive
taxable income by the subsidiary Pirelli Tyre S.p.A., which reflects the benefit deriving from the
application of the facilitated Patent Box tax regime as a result of the preventive agreement signed
on August 3, 2023 with the Italian Revenue Agency.
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Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
17. DERIVATIVE FINANCIAL INSTRUMENTS
The item includes the fair value measurement of derivative instruments. The breakdown is as follows:
(in thousands of euro)
12/31/2023
12/31/2022
Non Current
Assets
Current
Assets
Non Current
Liabilities
Current
Liabilities
Non Current
Assets
Current
Assets
Non Current
Liabilities
Current
Liabilities
Without adoption of hedge accounting
Forex instruments - trade positions
In hedge accounting
- cash flow hedge:
Derivatives for interest rate - included in net financial position
Total derivative instruments
-
12,752
12,752
7
-
7
-
-
-
(4)
-
(4)
-
16
26,070
26,070
3,281
3,298
-
-
-
(32)
-
(32)
The above derivatives are intercompany derivatives stipulated with the Group’s treasury company,
Pirelli International Treasury S.p.A.
Derivative financial instruments in hedge accounting
The value of interest rate derivatives recorded under non-current assets for euro 12,752 thousand
refers to the fair value measurement of 6 interest rate swaps with the following characteristics:
Derivative
Hedged element
Notional amount
(Euro million)
Start date
Maturity
IRS
IRS
Schuldschein
Club Deal EUR 1.6 bn ESG 2022 5y
Total
20.0
500.0
520.0
July 2020
February 2023
July 2025
receive floating / pay fixed
February 2026 receive floating / pay fixed
For these derivatives, cash flow hedge accounting was adopted. Items subjected to hedge
accounting are:
1) future interest flows on liabilities in euro at floating rate;
2) future interest flows on the Schuldschein loan (see note 19).
The change in fair value for the period is negative for euro 4,576 thousand. This change was entirely
recorded among other components of the Comprehensive Income Statement.
In the income statement, euro 14,700 thousand were transferred under the item “Financial expenses”
(note 36) to correct the financial expenses recognized on the liabilities hedged. This amount consists
of:
1) euro 9,180 thousands of interest income on IRS in hedge accounting;
2) euro 5,520 thousand, corresponding to the portion of the positive cash flow hedge reserve
accrued on IRS forward start pre hedge receive floating EURIBOR / pay fix EURIBOR closed
early in 2022. This amount corrects the financial expenses of the related hedge item, a
sustainability-linked bond issued in January 2023 for a total nominal amount of euro 600
million;
633
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
With reference to the IRS receive floating EURIBOR / pay fix EURIBOR closed early in the first
quarter of 2023, a positive euro 2,690 thousand were also transferred to the income statement under
the item “Fair value measurement of derivative instruments” (note 35).
A change of +0.5% in the EURIBOR curve, other conditions being equal, would lead to a positive
change net of the tax effect of euro 3,608 thousand in the Company’s equity, while a change of -
0.5% in the same curve would lead to a negative change net of the tax effect of euro 3,666 thousand
in the Company’s equity.
Hedging relationships relating to IRS are considered effective prospectively as the following
conditions are met:
-
-
-
there is an economic relationship between the hedging instrument and the hedged item, as the
characteristics of the hedging instrument (nominal interest rate, reset of the interest rate and
frequency of the payment of interest) are substantially in line with those of the hedged item. As
a consequence, changes in the fair value of the hedging instrument regularly offset those of the
hedged item;
the effect of credit risk is not predominant within the hedging relationship: based on the Group’s
operating rules, derivatives are traded only with high standing banking counterparties and the
credit quality of the existing derivatives portfolio is constantly monitored;
the designated hedge ratio is in line with the one used for financial risk management and is 100%
(1:1).
The ineffectiveness of the hedging relationship is calculated at each reporting date with the Dollar
Offset method, which provides for the comparison of changes in the fair value risk adjusted of the
hedging instrument with changes in the fair value risk free of the hedged item, through the
identification of a hypothetical derivative with the same characteristics of the underlying financial
liability.
Possible causes of ineffectiveness are as follows:
- application of adjustment for credit risk only to the hedging instrument but not to the hedged item;
-
the hedged item incorporates a floor that is not reflected in the hedging instrument;
- misalignment between the actual contractual conditions of the future transaction and those of the
hedging instrument.
18. SHAREHOLDERS’ EQUITY
Equity amounted to euro 4,950,665 thousand (euro 4,938,026 thousand at December 31, 2022).
The statement of changes in equity is shown in the main financial statements.
634
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The change is essentially due to the net result for the year (positive for euro 242,882 thousand), the
adjustment to the fair value of derivatives designated as cash flow hedges net of the tax effect
(negative for 16,810 thousand), the adjustment to the fair value of financial assets at fair value
recorded as other components of the statement of comprehensive income (positive for euro 5,318
thousand) and the distribution of dividends for euro 218,000 thousand.
Share capital
The share capital at December 31, 2023, fully subscribed and paid-in, amounts to euro
1,904,374,935.66 divided into 1,000,000,000 ordinary shares without nominal value and unchanged
compared to December 31, 2022.
Legal reserve
The legal reserve at December 31, 2023 amounted to euro 380,875 thousand, unchanged compared
to December 31, 2022, having already reached the limit set by art. 2430 Civil Code.
Share premium reserve
At December 31, 2023, the share premium reserve amounted to euro 630,381 thousand and
unchanged compared to December 31, 2022.
Concentration reserve
At December 31, 2023, concentration reserves amounted to euro 12,467 thousand and unchanged
compared to December 31, 2022.
Other reserves
At December 31, 2023, other reserves amounted to euro 133,735 thousand and unchanged
compared to December 31, 2022. Other reserves include the reserve of euro 41,200 thousand
created in 2020 to include in equity the component relating to the fair value of the option sold to the
subscribers of the convertible bond loan.
635
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
Other O.C.I. reserves
At December 31, 2023, Other O.C.I. reserves were positive for euro 28,515 thousand and refer to
the cash flow hedge reserve, net of the tax effect (positive for euro 22,277 thousand), to the
employee benefit remeasurement reserve (positive for euro 2,037 thousand) and to the reserve for
the fair value adjustment of financial assets at fair value through comprehensive income (positive for
euro 4,201 thousand).
Merger reserve
At December 31, 2023, the merger reserve amounted to euro 1,022,928 thousand, unchanged
compared to December 31, 2022. The reserve was generated following the merger by incorporation
of Marco Polo Industrial Holding S.p.A. in Pirelli & C. S.p.A. in 2016.
Reserve from results carried forward
The reserve from results carried forward amounted to euro 594,508 thousand compared to a 559,834
at December 31, 2022. The increase is attributable in part to the residual result carried forward from
the previous year, as per meeting resolution of June 29, 2023.
In accordance with the provisions of article 2427, no. 7-bis of the Italian Civil Code, in the following
table each item of equity is indicated analytically, with indication of its origin, possibility of use and
distributability, as well as of its use in previous years:
(in thousands of euro)
Amount
Possible use
Available
portion
Summary of
reserves uses in
the last three
previous years
1,904,375
630,381
380,875
12,467
41,200
92,535
28,515
1,022,928
594,508
4,707,784
A, B, C
B
A, B, C
A
A, B
-
A, B, C
A, B, C
630,381
380,875
12,467
41,200
92,535
-
1,022,928
594,508
2,774,894
514,610
2,260,284
-
-
-
-
-
-
-
(36,044)
(36,044)
Share capital
Share premium reserve
Legal reserve
Other reserves
- Concentration reserve
- Convertible bond loan reserve
- Other reserves
- Other O.C.I. reserves
- Merger reserve
Retained earnings
Total
Non distributable
Residual quota available
A to increase the share capital
B to cover losses
C to distribute to the shareholders
636
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
19. PAYABLES TO BANKS AND OTHER LENDERS
The item payables to banks and other lenders, is broken down as follows:
(in thousands of euro)
Bonds
Borrowings from banks
Lease liabilities
Other financial payables
Accrued liabilities
Total borrowings from banks & other
financial institutions
The item bonds refers to:
Total
1,095,029
2,095,728
39,061
1,547
36,014
12/31/2023
Non-current
1,095,029
1,696,123
32,566
-
-
Current
-
399,605
6,495
1,547
36,014
Total
713,098
2,917,566
41,911
780
8,664
12/31/2022
Non-current
490,452
2,792,641
35,770
-
-
Current
222,646
124,925
6,141
780
8,664
3,267,379
2,823,718
443,661
3,682,019
3,318,863
363,156
- a non-interest-bearing senior unsecured guaranteed equity-linked bond (“convertible bond”),
for a nominal value of euro 500 million maturing on December 22, 2025. The bond, reserved
for institutional investors, issued by Pirelli & C. S.p.A. on December 22, 2020, guaranteed by
Pirelli Tyre S.p.A. and admitted to trading on the Vienna MTF, multilateral trading facility
managed by the Vienna Stock Exchange. The bond is convertible, at the discretion of the
bondholders, into new ordinary shares of the Company at a price of euro 6.0173 per share
(originally euro 6.235 per share), subject to additional anti-dilutive adjustments envisaged by
the loan regulations. At December 31, 2023, the component recorded under non-current
financial payables was equal to euro 480.2 million. The difference with the nominal value
refers to the fair value of the option held by the subscribers of the loan and of their option to
convert the bond into new ordinary shares of the Company at a pre-set price. This value was
accounted for at inception under equity reserves for euro 41.2 million;
-
-
“Schuldschein” loan at variable rate (Euribor + spread) for a total nominal value of euro 20
million, classified entirely as non-current financial payables (maturity July 2025). The loan,
subscribed by primary market operators, was originally made up of three tranches for a total
of euro 525 million: a 3-year tranche of euro 82 million (original maturity July 2021) repaid
early in January 2021, a second 5-year tranche of euro 423 million (original maturity July
2023) repaid in advance for a portion equal to euro 200 million in January 2022 and the
remaining 223 in January 2023 and a third 7-year tranche of euro 20 million (original maturity
July 2025).
rated sustainability-linked bond for a nominal value of euro 600 million, placed on January
11, 2023 with international institutional investors with fixed coupon of 4.25% and maturity
January 2028. The transaction, classified entirely as non-current financial payables, was
issued as part of the EMTN (Euro Medium Term Note) Program approved by the Board of
Directors on February 23, 2022. The securities are listed on the Luxembourg Stock
Exchange. The regulation of the securities provides for each of the two sustainability
parameters indicated contractually, the increase in the coupon of 0.25% in the event of failure
to achieve each of the related objectives by 2025. The notes were assigned a BBB- rating
with stable outlook by the two rating agencies Standard & Poor’s and Fitch.
637
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
The carrying amount of the item bonds was determined as follows:
(in thousands of euro)
Nominal value
Equity convertible bond component
Transaction costs
Bond discount
Amortisation of effective interest rate
Non-monetary interest convertible bond loan
Total
Below are the changes of the item bonds.
(in thousands of euro)
Bonds as at 12/31/2022
Transaction costs
Bond repayment "Schuldschein"
Bond issuance "Bond SLB EUR 600 mln
Cash changes
Non-cash interest convertible bond
Amortised cost of the year
Non-cash changes
Bonds as at 12/31/2023
12/31/2023
1,120,000
(41,791)
(11,244)
(1,776)
5,085
24,755
1,095,029
12/31/2022
743,000
(41,791)
(8,046)
-
3,534
16,400
713,097
713,097
(6,163)
(223,000)
600,000
370,837
8,354
2,741
11,095
1,095,029
1,453,762
(553,000)
(200,000)
(753,000)
8,185
4,150
12,335
713,097
The change in the item bonds relating to the previous year is shown below:
(in thousands of euro)
Bonds as at 12/31/2021
Bond repayment "EMTN program"
Bond repayment "Schuldschein"
Cash changes
Non-cash interest convertible bond
Non-cash interest convertible bond
Non-cash changes
Bonds as at 12/31/2022
The breakdown of the item borrowings from banks, which amounted to Euro 2,095,728 thousand,
is as follows:
(in thousands of euro)
Club Deal EUR 1.6 bn ESG 2022 5y
Club Deal EUR 800 m ESG 2020 5y
Bilateral ESG EUR 400 m 2021 3y facility
Bilateral ESG EUR 300 m 2023 2,5y facility
Total borrowings from banks
Interest rate
Due Date
02/22/2027 EURIBOR + spread
04/02/2025 EURIBOR + spread
12/27/2024 EURIBOR + spread
02/27/2026 EURIBOR + spread
Nominal value Balance Non - current Current
12/31/2023
600,000
800,000
400,000
300,000
598,206
798,450
399,605
299,467
2,095,728
598,206
798,450
-
299,467
1,696,123
-
-
399,605
-
399,605
and refer to:
use of the “Club Deal EUR 1.6 bln ESG 2022 5y” for euro 598,206 thousand and classified
under non-current financial payables. The variable rate loan line (Euribor + spread),
guaranteed by Pirelli tyre S.p.A., was signed on February 21, 2022, with a pool of leading
638
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Italian and international banks and with 5-year maturity. The line, linked to the Group’s ESG
objectives, is made up of three tranches for a total of euro 1.6 billion, distributed as follows:
o Pirelli & C. S.p.A. term loan with nominal value of euro 600,000 thousand fully used
and revolving cash credit facility of euro 100,000 thousand, unused at December 31,
2023;
o Pirelli International Treasury S.p.A. revolving cash credit facility of euro 900,000
thousand, unused at December 31, 2023.
“Club Deal EUR 800 mln. ESG 2020 5y” for euro 798,450 thousand relating to the credit line
of euro 800 million at floating rate (Euribor + spread), guaranteed by Pirelli Tyre S.p.A. and
stipulated on March 31, 2020 with a pool of leading Italian and international banks and with
a 5-year maturity (classified as non-current financial payables). The bank line consists of a
“sustainable” tranche for an amount of euro 600 million, i.e. parametrized to the Group’s
economic and environmental sustainability objectives (sustainable KPI) and a “circular
economy” tranche, i.e. parametrized to the Group’s circular economy objectives. It should be
noted that following the most recent reporting of sustainable KPIs and having achieved the
objectives for the year, the Group is benefiting from the related incentives to reduce the cost
of the credit line on the “sustainable” tranche. The reporting of the “circular economy” tranche
is instead foreseen only regarding 2023 results;
“Linea bilaterale ESG 400 mln. 2021 3y” for euro 399,605 thousand relating to the bilateral
loan for a nominal amount of euro 400 million disbursed in December 2021 in favor of Pirelli
& C. S.p.A. by a leading bank, with 3-year maturity and guaranteed by Pirelli Tyre S.p.A. The
loan, at variable rate (Euribor + spread), is parametrized to certain Group sustainability
targets and is classified as current financial payables;
“Linea bilaterale ESG 300 mln. 2023 2.5y”) for euro 299,468 thousand relating to the bilateral
loan for a nominal amount of euro 300 million disbursed in July 2023 in favor of Pirelli & C.
S.p.A. by a leading bank, with maturity February 2026, guaranteed by Pirelli Tyre S.p.A. The
loan, at variable rate (Euribor + spread), is parametrized to certain Group sustainability
targets and is classified as non-current financial payables.
In December 2023, Pirelli signed an agreement with a selected pool of international banks for a
revolving committed credit line for an amount of euro 500 million with a 4-year maturity (December
2027). The new line, created as part of the usual management and optimization activity of the
financial structure, made it possible to strengthen the liquidity margin. As part of the agreement
signed with the pool of banks, Pirelli will be able to parametrize the new credit line to the new and
more challenging Science Based Targets that the company will define as part of the new Industrial
Plan. At December 31, 2023, the line was unused and therefore entirely included in the calculation
of the liquidity margin.
At December 31, 2023, the Company has a liquidity margin of euro 743,709 thousand made up of
euro 600,000 thousand of unused committed credit lines (increased by euro 500 million euro
639
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
compared to December 31, 2022 thanks to the new revolving credit facility signed in December
2023), euro 143,675 thousand relating to the interest-bearing current account with Pirelli
International Treasury S.p.A. recognized as current financial receivables and euro 34 thousand
relating to cash and cash equivalents.
Below are the changes in payables to banks:
(in thousands of euro)
Borrowings from banks at 12/31/2022
Repayment "ISP 125m" financing
Repayment "ISP 600m" financing
Repayment “Club Deal EUR 400m ESG 2022 19m” financing
Transaction costs
Issuance of “ ISP ESG 300m" financing
Cash changes
Amortised cost of the year
Non-cash changes
Borrowings from banks at 12/31/2023
The change in total payables to banks for the previous year is shown below:
(in thousands of euro)
Borrowings from banks at 12/31/2021
Reimbursements of unsecured financing (Facilities )
Reimbursements of bilateral borrowings
Transactions costs
Issuance of the unsecured “Club Deal EUR 1.6 bn ESG 2022 5y” financing
Issuance of the unsecured “Club Deal EUR 400m ESG 2022 19m” financing
Cash changes
Amortised cost of the year
Translation differences
Non-cash changes
Borrowings from banks at 12/31/2022
2,917,566
(125,000)
(600,000)
(400,000)
(703)
300,000
(825,703)
3,865
3,865
2,095,728
2,967,539
(960,280)
(100,000)
(3,277)
600,000
400,000
(63,557)
6,277
7,307
13,584
2,917,566
Lease payables represent financial liabilities relating to the application of IFRS 16 starting from
January 1, 2019.
Below are the changes in lease liabilities:
(in thousands of euro)
Lease liabilities as at 12/31/2022
Increase of lease obligations
Remeasurement and early termination
Cash outflow for lease obligations - principal amount
Lease liabilities as at 12/31/2023
41,911
1,738
1,808
(6,397)
39,060
640
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The change in total lease payables for the previous year is shown below:
(in thousands of euro)
Lease liabilities as at 12/31/2021
Increase of lease obligations
Remeasurement and early termination
Cash outflow for lease obligations - principal amount
Lease liabilities as at 12/31/2022
44,773
1,079
2,165
(6,106)
41,911
Non-discounted future payments for lease contracts for which the exercise of extension options is
not considered reasonably certain amounted to euro 58,163 thousand at December 31, 2023 and
are not included in this item (euro 54,623 thousand at December 31, 2022).
The item other financial payables includes for euro 774 thousand the payable to shareholders
following the squeeze out and euro 773 thousand of transaction costs relating to the new revolving
committed credit line.
Accrued financial expenses (euro 36,014 thousand) mainly refers to the accrual of interest on
loans from banks for euro 10,405 thousand (euro 6,640 thousand at December 31, 2022), and to the
accrued interest matured on bonds for euro 24,780 thousand (euro 2,002 thousand at December 31,
2022).
At December 31, 2023, there are no financial payables secured by collateral (pledges and
mortgages).
For current financial payables, it is considered that their carrying amount approximates their relative
fair value.
For non-current financial payables, with the exception of lease obligations, the fair value is shown
below, compared to the carrying amount, in line with the requirements of IFRS 7 - Financial
Instruments: Disclosures:
(in thousands of euro)
Bonds
Borrowings from banks
Total borrowings from banks and other financial institutions - non
current
12/31/2023
12/31/2022
Carrying amount
1,095,029
1,696,123
Fair value Carrying amount
490,452
1,114,812
2,792,641
1,724,865
Fair value
462,098
2,806,825
2,791,152
2,839,677
3,318,863
3,304,693
The fair value of the debt component of the convertible bond, of the Schuldschein loan and of
payables to banks was calculated by discounting each expected borrowings cash flow at the market
swap rate for the currency and at the maturity date, increased by the Group’s creditworthiness for
debt instruments similar by nature and technical characteristics, which therefore places it at level 2
of the hierarchy as provided for by IFRS 13 – Fair Value Measurement.
The fair value of the rated sustainability-linked bond issued by the Company under the EMTN
program is listed and the related fair value was measured with reference to year-end prices. It has
therefore been classified in level 1 of the hierarchy, as provided for by IFRS 13 – Fair Value
Measurement.
641
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
With reference to the currency of origin of the payable, it is noted that payables to banks and other
lenders at December 31, 2023 and December 31, 2022 are all denominated in Euro.
At December 31, 2023, there are interest rate hedging derivatives in place.
Considering the effects of the hedging derivatives, the Company’s exposure to fluctuations in interest
rates on financial payables, both in terms of the type of interest rate and their resetting, is as follows:
floating-rate payables for euro 1,595,728 thousand, the interest rate of which is subject to
redetermination in 2024;
fixed-rate payables for euro 1,595,029 thousand, the interest rate of which is not subject to
redetermination until the natural maturity of the reference debt (maturity beyond twelve
months).
For the sake of completeness, it is specified that the obligation to comply with the financial covenants
envisaged by the “Schuldschein” loan signed in July 2018, by the “Club Deal EUR 800m ESG 2020
5y”, signed in March 2020, ceased due to the achievement of certain Total Net Leverage levels
identified in the relevant contracts.
With regard to other outstanding financial payables, as December 31, 2023, the Company is not
subject to financial covenants.
It is noted that at December 31, 2023, no event of default or non-fulfilment has occurred.
The “Club Deal EUR 1.6 bln ESG 2022 5y”, the “Schuldschein” loan, the “Club Deal EUR 800m ESG
2020 5y” loan, the “Linea bilaterale ESG 400m line 2021 3y”, the “Linea bilaterale EUR 300m ESG
2023 2.5y” and the “500m 4y revolving committed credit line” also provide for Negative Pledge
clauses and/or other usual provisions the terms of which are in line with market standards for each
of the above types of credit facility.
NET FINANCIAL POSITION (alternative performance indicator not required by IFRS
accounting standards)
The table below shows the breakdown of the net financial position and net financial debt at December
31, 2023 and December 31, 2022, determined in accordance with the provisions of Consob
642
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
communication DEM/6064293 of July 28, 2006 and in compliance with the ESMA guidelines on
disclosure obligations pursuant to the prospectus regulation applicable from May 5, 2021:
(in thousands of euro)
Note
12/31/2023
of which
related parties
(note 39)
12/31/2022
of which
related parties
(note 39)
Current borrowings from banks and other financial institutions
Non-current borrowings from banks and other financial institutions
Total gross debt
Cash and cash equivalents
Current financial receivables and other assets
Derivative financial instruments - assets
Net financial debt *
Non-current financial receivables and other assets
Derivative financial instruments
Total net financial (liquidity)/debt position
19
19
15
13
17
13
17
443,661
2,823,718
3,267,379
(34)
(179,583)
-
3,087,762
(1,700,341)
(12,752)
1,374,669
-
-
-
(176,746)
-
-
(12,752)
363,156
3,318,863
3,682,019
(36)
(2,200,697)
(3,281)
1,478,005
(340)
(26,070)
1,451,595
-
-
-
(2,199,672)
(3,281)
-
(26,070)
* Pursuant to CONSOB Notice of July 28, 2006 and in compliance with the ESMA guidelines regarding disclosure requirements pursuant to the
Prospectus Regulation applicable from May 5, 2021.
The net financial debt is summarized below based on the format provided by the ESMA guidelines:
(in thousands of euro)
Cash and cash equivalents
Other current financial asset
of which current financial receivab les
of which Current derivative financial instruments (assets)
Liquidity
Current borrowings from banks and other financial institutions
Current derivative financial instruments (liabilities)
Current financial debt
Current net financial debt
Non-current borrowings from banks and other financial institutions
Non current financial debt
12/31/2023
12/31/2022
(34)
(179,583)
(179,583)
-
(179,617)
443,661
-
443,661
(36)
(2,203,978)
(2,200,697)
(3,281)
(2,204,014)
363,156
-
363,156
264,044
(1,840,858)
2,823,718
2,823,718
3,318,863
3,318,863
Net financial debt *
* Pursuant to CONSOB Notice of July 28, 2006 and in compliance with the ESMA guidelines regarding disclosure
requirements pursuant to the Prospectus Regulation applicable from May 5, 2021.
3,087,762
1,478,005
643
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
20. PROVISIONS FOR RISKS AND CHARGES
The following is a detail of changes of the item in question:
(in thousands of euro)
Provision for employees disputes
Provision for tax risks
Provision for environmental risks
Provision for other risks and charges
Provision for liabilities and charges - non current portion
Provision for losses of subsidiaries
Provision for other risks and charges
Provision for liabilities and charges - current portion
Total Provisions for risks and charges
Uses
Reversals Reclass
-
Increases
809
-
4,110
8,020
12/31/2022
497
1,141
15,366
22,058
12/31/2023
1,100
1,141
19,407
22,190
39,062 12,939 (2,857) (170) (5,136) 43,838
- - - 31,200
24,600 6,600
-
536
-
- (15) (521)
- 31,200
25,136 6,600 (15) (521)
-
- -
- -
(5,136)
(206)
-
(69)
(2,582)
(170)
64,198
19,539
(2,872)
(691)
(5,136)
75,038
The increases in provisions for risks and charges mainly refer to:
provisions of euro 4,110 thousand for charges relating to environmental remediation of
abandoned areas;
provisions for the STI (Short term Incentive) and LTI (Long term Incentive 2022 – 2024 and
2023 – 2025) incentive plans of the Directors for a total of euro 8,020 thousand;
provision to cover losses of investee companies for euro 6,600 thousand, which refers to the
subsidiary Pirelli UK Ltd.
The uses are mainly attributable to labor disputes and the directors’ end-of-term provision.
The reclassifications mainly concern the reclassification from non-current provisions to payables
to directors of the portion of the 2021-2023 LTI plan set aside in previous years, which will be paid
in the first half of 2024.
21. PERSONNEL PROVISIONS
Employee benefit obligations amounted to euro 16,311 thousand (euro 13,105 thousand at
December 31, 2022), and the breakdown is as follows:
(in thousands of euro)
Employee leaving indemnities (TFR)
Other benefits
Total employees' benefit obligation
Total
1,957
14,354
16,311
12/31/2023
Non current
1,957
13,534
15,491
Current
Total
-
820
820
1,562
11,543
13,105
12/31/2022
Non current
Current
1,562
11,543
13,105
-
-
-
644
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Employees’ leaving indemnities (TFR)
The changes in the year 2023 for Employees’ leaving indemnities are the following:
(in thousands of euro)
Opening balance
Movements through income statement:
- interest expense
Remeasurements recognised in equity:
- actuarial (gains) or losses arising from changes in financial assumption
Indemnities, advance payments, relocations, payment to funds
Total employees' leaving indemnities (TFR)
12/31/2023
1,562
12/31/2022
1,997
68
41
286
1,957
18
(321)
(132)
1,562
Net actuarial losses accrued in 2023 recorded directly in other components of the Comprehensive
Income Statement amounted to euro 41 thousand and are related to the change in the reference
economic parameters (discount and inflation rates).
In accordance with national legislation, the amount due to each employee accrues based on the
service provided and is paid when the employee leaves the company. The treatment due to the
termination of the employment relationship is calculated based on its duration and the taxable
remuneration of each employee. The liability, annually revalued on the basis of the official cost of
living and statutory interest rate, is not associated with any accrual condition or period, nor with any
financial funding obligation; therefore, there is no activity at the service of the provision.
The discipline was supplemented by Legislative Decree no. 252/2005 and by Law no. 296/2006
(Finanziaria 2007) which, for companies with at least 50 employees, has established that the portions
accrued since 2007 be allocated, on the employees’ option, either to the INPS Treasury Fund or to
supplementary pension schemes, assuming the nature of “Defined contribution plan”. In any case,
for all companies, the revaluations of the amounts outstanding at the option dates are still accounted
for under staff severance indemnities as well as, for companies with less than 50 employees, also
the portions accrued and not allocated to supplementary pensions.
The main actuarial assumptions used at December 31, 2023 are as follows:
Discount rate
Inflation rate
The main actuarial assumptions used at December 31, 2022 were as follows:
Discount rate
Inflation rate
2023
3.4%
2.0%
2022
4.1%
2.5%
Hired employees at December 31, 2023 amounted to 425 units (387 units at December 31, 2022).
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Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
In other conditions being equal, a hypothetical change of 0.25% in the discount rate would result in
a decrease in liabilities equal to 1.57%, in the case of an increase (1.56% at December 31, 2022),
and an increase in liabilities of 1.60%, in the case of a decrease (1.59% at December 31, 2022).
Other employee benefits
The breakdown of other benefits is as follows:
(in thousands of euro)
Total
12/31/2023
Non current
Current
Total
12/31/2022
Non current
Current
Long-term incentive plans
5,075 5,075
- 6,315 6,315
-
Jubilee awards
Other benefits
Total
1,556 1,556
-
7,723 6,903 820
1,436
3,792
1,436
3,792
-
-
14,354 13,534 820 11,543 11,543
-
The item “Long-term incentive plans” relates to the amount set aside for the three-year monetary
incentive plans Long Term Incentive 2022-2024 and 2023-2025 intended for Group management.
The portion of the LTI 2021 – 2023 plan set aside in previous years, which will be paid in the first
half of 2024, has been reclassified as other current payables.
The item “Other benefits – non-current portion” refers to the short-term incentive plan for
employees.
22. TRADE PAYABLES
The breakdown of trade payables is as follows:
(in thousands of euro)
Payables to subsidiaries
Payables to associates
Payables to other companies
Total trade payables
12/31/2023
3,423
-
24,921
28,344
12/31/2022
4,433
105
21,011
25,549
The carrying amount of trade payables is considered to approximate their fair value.
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Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
23. OTHER PAYABLES
The breakdown of other payables is as follows:
(in thousands of euro)
Payables to subsidiaries
Payables to social security and welfare institutions
Payables to employees
Other payables
Deferred income
Total other payable
Total
12,773
4,915
29,539
37,170
17
84,414
12/31/2023
Non-current
-
-
-
406
-
406
Current
Total
12,773
4,915
29,539
36,764
17
84,008
6,382
4,899
30,923
31,745
15
73,964
12/31/2022
Non-current
-
-
-
355
-
355
Current
6,382
4,899
30,923
31,390
15
73,609
Payables to subsidiaries mainly refer to receivables related to VAT consolidation.
Payables to pension and social security institutions mainly consist of contributions to be paid to
the INPS (National Social Welfare Institute).
Payables to employees refer to the amounts to be paid to employees and include the portion of the
LTI 2021 – 2023 plan and the deferred portion of the STI (Short-term incentive) incentive plan relating
to 2022, which will be paid in the first half of 2024.
Other payables mainly include payables for compensation to be paid to directors and auditors, for
withholding taxes on income from self-employed and employed work. The item includes the portion
of the LTI 2021 – 2023 plan and the deferred portion of the STI (Short-term incentive) incentive plan
relating to 2023, which will be paid in the first half of 2024.
For other current payables, it is considered that the carrying amount approximates their fair value.
24. DEFERRED TAX LIABILITIES
Deferred tax liabilities amounted to euro 577,995 thousand at December 31, 2023 (euro 592,549
thousand at December 31, 2022).
The breakdown of deferred tax liabilities gross of offsetting is as follows:
(in thousands of euro)
Deferred tax assets
- of which within 12 months
- of which over 12 months
Provision for deferred tax liabilities
- of which within 12 months
- of which over 12 months
Total
12/31/2023
62,437
53,421
9,016
(640,432)
(1,325)
(639,107)
(577,995)
12/31/2022
53,201
37,356
15,845
(645,750)
(12,420)
(633,330)
(592,549)
647
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
The breakdown of deferred taxes, relating to temporary differences and tax losses carried forward
is shown in the following table:
(in thousands of euro)
Deferred tax assets
Provision for risk and charges
Employees provision
Provision for bad debt
Tax losses carried forward
ACE Benefit
Interests
Other
Total deferred tax assets
Provision for deferred tax liabilities
Brand Pirelli
Exchange differences not realised
Employees provision
Total provision for deferred tax liabilities
Total
12/31/2023
12/31/2022
5,702
3,506
38
5,057
37,938
5,108
5,088
62,437
(633,330)
(7,035)
(67)
(640,432)
(577,995)
8,503
2,961
38
9,209
23,846
5,138
3,506
53,201
(633,330)
(12,343)
(77)
(645,750)
(592,549)
At December 31, 2023, the value of unrecognized deferred tax assets relating to temporary
differences amounted to euro 25,856 thousand (unchanged compared to December 31, 2022).
The tax effect of gains and losses recorded in OCI was positive for euro 5,318 thousand (negative
for euro 13,289 thousand in 2022), and is disclosed in the Comprehensive income statement; these
changes were mainly due to the tax effects associated with actuarial gains/losses on employee
benefits obligations and to the adjustment of derivatives in cash flow hedges to their fair value.
25. TAX PAYABLES
These amounted to euro 20,715 thousand at December 31, 2023 (euro 20,353 thousand at
December 31, 2022) and mainly include payables to subsidiaries that adhere to the tax consolidation,
which arose following the transfer of withholding taxes incurred abroad (WHT).
26. COMMITMENTS AND RISKS
Lease contract commitments
At December 31, 2023, there were no commitments for lease contracts. At December 31, 2022, the
total of future non-discounted payments for lease contracts not yet in force and for which no financial
payable had been recorded amounted to euro 408 thousand.
648
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Litigation against the companies of the Prysmian Group before the Court of Milan
A judgement (resulting from the joining of separate proceedings – see below) is currently pending
before the Court of Milan following the decision issued on April 2, 2014 by the European Commission
(as confirmed in the final instance by the Court of Justice of the European Union on October 28,
2020) at the conclusion of the antitrust investigation in relation to restrictive practices of competition
in the European market for high voltage electric cables. This decision had imposed a sanction
against Prysmian Cavi e Sistemi S.r.l. (Prysmian CS) as directly involved in the cartel, of which a
part (euro 67 million), Pirelli, despite having been found to not have been involved directly in the
activities of said cartel, was held as being jointly liable with Prysmian CS, based solely on the
application of the community principle of parental liability, in that during part of the period of the
infringement, the capital of Prysmian CS was directly or indirectly held by Pirelli.
On December 31, 2020, Pirelli paid its portion of the aforementioned sanction in favor of the
European Commission (corresponding to 50% of this sanction, plus interest), in relation to which it
had previously made the appropriate provisions.
Pending the settlement of the aforementioned community proceeding, in 2014 and 2019, Pirelli took
two actions before the Court of Milan against Prysmian CS (the first) and against Prysmian CS and
Prysmian S.p.A. (the second) in order to obtain, in addition to the reimbursement of the sanction
imposed by the European Commission, the order to hold it harmless and indemnified from any
burden, expense, cost and/or damage resulting from claims of public and/or private third parties
relating, connected and/or consequential to the facts covered by the European Commission’s
decision.
Pirelli also requested to ascertain the liability of Prysmian CS and Prysmian S.p.A. in relation to
certain illegal conduct connected to the aforementioned anti-competitive agreement, carried out by
the same and, as a result, the conviction to compensation for all damages suffered and being
suffered by Pirelli.
Prysmian CS and Prysmian S.p.A. appeared in the aforementioned judgements, requesting the
rejection of Pirelli’s claims and, as counter-claim, to be held harmless and indemnified by Pirelli in
relation to any consequences deriving from claims of private and/or public third parties relating,
connected and/or consequential to the facts covered by the decision of the European Commission.
In April 2021, the two judgements (the one in 2014 and the one in 2019) were merged and
subsequently merged with them, in 2022, were also two segments of the judgement introduced by
Terna S.p.A. – Rete Elettrica Nazionale (“Terna”) against, among others, Pirelli, Prysmian CS and
Prysmian S.p.A.; in the context of said segments, Pirelli, on the one hand, and Prysmian CS and
Prysmian S.p.A., on the other hand, made mutual requests for indemnity with respect to what they
had to pay to Terna (see below – section Other litigation consequent to the European Commission
Decision).
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Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
On the basis of thorough analysis supported by authoritative external legal opinions, the evaluation
of the risk relative to the disputes described above is such as to not require the allocation of any
specific provision in the Separate Financial Statements at December 31, 2023.
Other litigation consequent to the European Commission Decision
In November 2015, some companies of the Prysmian Group notified Pirelli of proceedings for the
recovery of damages before the High Court of Justice of London against them and other recipients
of the European Commission Decision of April 2, 2014 by National Grid and Scottish Power,
companies that claim to have been injured by the cartel. Specifically, the companies of the Prysmian
Group requested that Goldman Sachs and Pirelli, the latter based on the role of parent company for
a part of the period of the cartel, hold them harmless in respect of any obligations to pay any
damages claims (to date unquantified) by National Grid and Scottish Power. As the aforementioned
legal action is pending before the Court of Milan, filed in November 2014, Pirelli challenged the lack
of jurisdiction of the High Court of Justice of London claiming that, that any decision on the merits
should be assigned to the Court previously referred to. In April 2016, the High Court of Justice, at
the request of Pirelli and the companies of the Prysmian Group, suspended the proceedings against
Pirelli until the final passing of judgement that will define the Italian judgement already pending.
In April 2019, Terna summoned Pirelli, three Prysmian Group companies and another company
recipient of the aforementioned European Commission decision, before the Court of Milan, to obtain
compensation for the damage allegedly suffered as a result of the anti-competitive conduct, in total
quantified by the claimant at euro 199.9 million. Pirelli appeared in court contesting the claims made
by Terna and filing, like the other defendants and against them, a counter-claim in recourse for the
denied case in which it was held jointly liable for the anti-competitive agreement.
In October 2021, the Judge removed from the proceedings the fragment of the dispute consisting of
the “cross” indemnity requests mutually made between Pirelli, on the one hand, and Prysmian CS
and Prysmian S.p.A., arranging for a meeting with the pending judgement between them before the
Court of Milan (see above – Litigation against the companies of the Prysmian Group before the Court
of Milan).
Lastly, also in April 2019, the Electricity and Water Authority of Bahrain, the GCC Interconnection
Authority, the Kuwait Ministry of Electricity and Water and the Oman Electricity Transmission
Company, served a summons against Pirelli, some Prysmian Group companies and others
recipients of the aforementioned European Commission decision, jointly agreeing with each other to
obtain compensation for the damage allegedly suffered as a result of the alleged anti-competitive
conduct, overall quantified during the case at euro 472 million. These proceedings were brought
before the Court of Amsterdam, which, with its ruling of November 25, 2020, upheld the objection
raised by Pirelli and excluded its jurisdiction over Pirelli itself. In February 2021, the plaintiffs lodged
an appeal against this ruling before the Court of Appeal of Amsterdam, proceedings currently
suspended following an incidental question raised by the Court of Appeal of Amsterdam before the
Court of Justice of the European Union.
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Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
On the basis of thorough analysis supported by authoritative external legal opinions, the evaluation
of the risk relative to the disputes described above is such as to not require the allocation of any
specific provision in the Separate Financial Statements at December 31, 2023.
INCOME STATEMENT
27. REVENUES FROM SALES AND SERVICES
Revenues from sales and services amounted to euro 72,998 thousand for 2023 compared to euro
68,322 thousand in 2022 and the breakdown is as follows:
(in thousands of euro)
Sales of services to subsidiaries
Sales of services to other companies
Total revenues from sales and services
2023
72,531
467
72,998
2022
67,900
422
68,322
Revenues from subsidiaries refer to services provided by the central functions.
28. OTHER INCOME
Other income amounted to euro 120,865 thousand in 2023 (euro 111,839 thousand in 2022), and
the breakdown is as follows:
(in thousands of euro)
Other income from subsidiaries
Other revenues from third parties
Other income from other companies
2023
116,848
4,017
120,865
2022
105,828
6,011
111,839
Other income from subsidiaries mainly include royalties accrued with Group companies for the use
of the brand (euro 94,017 thousand in 2023 compared to euro 96,137 thousand in 2022). The
decrease in royalties compared to the previous year is offset by the increase in the charge-back of
costs to Group companies.
Other income from other companies include royalties paid by other companies for the use of the
Pirelli brand (euro 2,774 thousand in 2023 compared to euro 3,033 thousand in 2022).
29. RAW MATERIALS AND CONSUMABLES USED
They amounted to euro 302 thousand in 2023 (euro 386 thousand in 2022) and include purchases
of advertising material, fuels and various materials.
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Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
30. PERSONNEL COSTS
Personnel costs amounted to euro 75,580 thousand (euro 62,086 thousand in 2022), and the
breakdown is as follows:
2023
62,948
8,804
2,242
676
910
75,580
2022
49,338
9,789
1,597
614
748
62,086
(in thousands of euro)
Wages and salaries
Social security and welfare contributions
Employee leaving indemnities
Retirement and similar obbligations
Other costs
Total
The average staff headcount is the following:
Executives
White collars
Workers
90
315
3
The increase in personnel costs is due to the increase in the average number of staff (from 372
people in 2022 to 408 in 2023) and restructuring expenses for euro 5,789 thousand.
31. AMORTISATION, DEPRECIATION AND IMPAIRMENT
The breakdown of the item is as follows:
(in thousands of euro)
Amortisation - intangible assets
Depreciation - property, plant and equipment (excl. Depreciation of Right of Use)
Depreciation of right of use
Total depreciation, amortisation and impairments
2023
2,306
1,874
6,108
10,288
2022
2,072
1,796
5,828
9,696
For the breakdown of the amortisation of the rights of use, see note 8.2 - Rights of use.
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Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
32. OTHER COSTS
The breakdown of other costs is the following:
(in thousands of euro)
Advertising and sponsorship
Remuneration of Directors and supervisory bodies
Consultancy and collaboration services
IT expenses
Accruals to provisions
Insurance premiums
Security service
Membership fees and contributions
Travel expenses
Property maintenance
Energy, gas and water expenses
Rental and lease instalments
Legal and notarial expenses
Patents and trademarks expenses
Cleaning and property ordinary maintenance expenses
Other
Total other costs
2023
37,499
24,401
15,940
9,125
4,919
3,378
3,060
3,014
2,871
2,843
2,247
1,475
871
749
579
5,979
118,950
2022
24,929
29,598
16,114
8,773
10,000
3,129
1,895
3,372
2,721
1,836
1,627
833
283
888
512
5,126
111,636
The item Rental and Lease instalments includes costs relating to the application of the accounting
standard IFRS 16, in particular:
euro 198 thousand for lease contracts with a duration of less than twelve months (euro 55
thousand at December 31, 2022);
euro 227 thousand for lease contracts for low unit value assets (euro 199 thousand in 2022).
33. NET IMPAIRMENT OF FINANCIAL ASSETS
The value of the net impairment of financial assets is zero for 2023, compared to a negative value
of euro 48 thousand, recorded in the previous year.
34. RESULT FROM INVESTMENTS
34.1 Gains on equity investments
The item includes the gain deriving from the liquidation, in August 2023, of the company Servizi
Aziendali Pirelli S.c.p.A., in which Pirelli & C. S.p.A. held a 90.35% investment.
653
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
34.2 Losses on equity investments
In 2023, a provision was made to cover losses of the subsidiary Pirelli UK Ltd.
In 2022, an impairment of euro 7,871 thousand of the aforementioned investment was recognized
and a provision was made to cover losses for euro 24,600 thousand.
34.3 Dividends
They amounted to euro 283,581 thousand in 2023 compared to euro 309,767 thousand in 2022, and
the breakdown is as follows:
(in thousands of euro)
From subsidiaries:
- Pirelli Tyre S.p.A. - Italy
- Pirelli Group Reinsurance Company SA - Switzerland
- Pirelli Sistemi Informativi S.r.l. - Italy
- Pirelli International Treasury S.p.A. - Italy
- Pirelli Servizi e Amministrazione Tesoreria S.p.A. - Italia
From associates
- Eurostazioni S.p.A.
From other financial assets:
- RCS S.p.A. - Italy
- Fin. Priv. S.r.l. - Italy
- Genextra S.p.A. - Italy
Total
2023
2022
275,000
3,011
450
-
180
1,476
1,482
1,668
314
283,581
300,000
979
200
5,635
-
-
1,482
1,471
-
309,767
35. FINANCIAL INCOME
The breakdown of the item is as follows:
(in thousands of euro)
Interest and other financial income
Valuation at fair value of derivatives
Net gains on exchange rates
Total financial income
2023
88,730
2,690
-
91,420
2022
30,560
-
213
30,773
The item interest and other financial income includes euro 75,336 thousand of interest accrued
on loans disbursed in 2023 in favor of subsidiaries and euro 13,364 thousand of interest accrued on
the interest-bearing current account with Pirelli International Treasury S.p.A.
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Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
36. FINANCIAL EXPENSES
The breakdown of the item is as follows:
(in thousands of euro)
Interest and other financial expenses
Commissions
Interest expenses on lease liability
Net interest on employee benefit obligations
Net exchange rate losses
Valuation at fair value of derivatives
Total financial expenses
2023
134,165
1,118
1,651
117
4
92
137,147
2022
61,902
868
1,472
32
-
4,417
68,691
Interest and other financial expenses for a total of euro 134,165 thousand mainly include:
euro 112,043 thousand for the bank loan lines held;
euro 36,707 thousand of financial expenses relating to bond loans, of which euro 25,328
thousand relating to the sustainability-linked bond, euro 9,706 thousand relating to the non-
monetary interest of the senior unsecured guaranteed equity-linked bond loan and euro 1,673
thousand relating to the “Schuldschein” loan;
euro 14,700 thousand for net interest income, including interest on Interest Rate Swaps, for
which hedge accounting was adopted, to adjust the flow of financial expenses of the bank lines
and bonds referred to in the previous points. For further details, refer to as reported in note 17
“Derivative financial instruments”.
The item valuation at fair value of currency derivatives mainly refers to the purchase/sale of the
forward exchange rate hedge contracts to cover commercial and financial transactions in accordance
with the exchange rate risk management policy of the Group. For transactions still open at the end
of the financial year, the fair value was determined using the forward exchange rate at the closing
date of the Company’s financial statements.
37. TAXES
The breakdown of taxes is as follows:
(in thousands of euro)
Current taxes
Deferred taxes
Total income taxes
2023
(13,360)
(9,236)
(22,596)
2022
(70,043)
53,243
(16,800)
Current taxes for the year 2023 were positive for euro 13,360 thousand compared to euro 70,043
thousand in the previous year and mainly include income from tax consolidation. The increase
compared to the previous year is substantially attributable to the lower taxable income of the
subsidiary Pirelli Tyre, which reflects the benefit deriving from the application of the Patent Box
concessional tax regime as a result of the preventive agreement signed on August 3, 2023 with the
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Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
Italian Revenue Agency and equal to euro 41.383 thousand for the three-year period 2020-2022, in
addition to the benefit for the year 2023, equal to euro 20,924 thousand.
Deferred tax assets/liabilities are positive for euro 9,236 thousand (negative for euro 53,243
thousand in the previous year) and mainly refer to the activation of deferred tax assets.
The table below shows the reconciliation of the effective tax rate with the theoretical rate of the
Parent Company:
(in thousands of euro)
A) Profit/(loss) before taxes
B) Theoretical taxes
Main causes that give rise to changes between theoretical and effective taxes:
Dividends and gains from investments not subject to taxation
Tax incentives
Loss on investments
Non-deductible costs and other items
Deferred tax assets on previous tax losses and other temporary differences
C) Effective taxes
Theoretical tax rate (B/A)
Effective tax rate (C/A)
Tax consolidation
2023
220,286
52,869
(64,740)
(83)
1,584
(305)
(11,921)
(22,596)
24%
-10.3%
2022
235,686
56,565
(70,627)
(16)
7,793
1,298
(11,813)
(16,800)
24%
-7.1%
It shall be noted that starting from 2004, the Company exercised the option for consolidated taxation
as consolidator, pursuant to article 117 and following of the TUIR, with regulation of relations arising
from adhesion to consolidation through a special Regulation, which involves a common procedure
for the application of laws and regulations.
Said regulation was updated in subsequent years as a result of amendments made within the
companies participating in the agreement and the related shareholding structure, as well as in light
of the corrective and supplementary interventions of the relevant legislation.
The above amendments particularly concerned the remuneration of the tax losses used by the
companies adhering to the consolidation. The adoption of the consolidation makes it possible to
compensate, with regard to the parent company Pirelli & C. S.p.A., the taxable income or loss of the
same parent company with those of its resident subsidiaries which have exercised the option, given
that the tax losses accrued during periods prior to the introduction of Group taxation can be used
only by companies that are eligible.
Disclosure on the impacts of the Pillar Two model
The legislation Pillar Two is enacted in Italy (Legislative Decree 208/2023, transposing European
Directive 2022/2523) and enacted or substantively enacted in some jurisdictions in which the Pirelli
Group operates and will come into force from January 1, 2024.
656
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
The Pirelli Group falls within the scope of the legislation and has carried out an assessment of the
Pirelli Group’s potential exposure to the impacts of Pillar Two on income taxes.
Taking into account what is stated in note 1 “General Information” to which reference is made, either
in the event that the Ultimate Parent Entity is Pirelli or Sinochem, in the majority of jurisdictions in
which the Pirelli Group operates, the effective Pillar Two tax rates are above 15% or the so-called
transitional safe harbour apply. There are a limited number of jurisdictions where safe harbours do
not apply where however, the Pirelli Group does not anticipate a material impact of Pillar Two on
income tax.
The assessment of potential exposure to Pillar Two income taxes is based on the most recent tax
returns, country-by-country reporting and the financial statements of the entities that make up the
Pirelli Group.
38. NON-RECURRING EXPENSES AND INCOME
Pursuant to Consob Communication no. DEM/6064293 of July 28, 2006, there were no non-recurring
events in 2023.
39. TRANSACTIONS WITH RELATED PARTIES
Transactions with related parties mainly include transactions with subsidiaries relating to:
services (technical, organizational, general) provided by head office;
charge-back of royalties for the use of the brand;
financial transactions.
All the transactions listed above are part of the ordinary management of relations between the Parent
Company and the subsidiaries.
Transactions with related parties also include the fees paid to Directors and Key Managers.
657
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
The statement below shows a summary of the Statement of Financial Position, Income Statement
and Cash Flow Statement that include transactions with related parties and their impact:
(in thousands of euro)
BALANCE SHEET
Non current assets
Other receivables
Derivative financial instruments
Current assets
Trade receivables
Other receivables
Tax receivables
Derivative financial instruments
Non-current liabilities
Other payables
Provision for liabilities and charges
Employee benefit obligations
Current liabilities
Payables to banks and other financial lenders
Trade payables
Other payables
Tax payables
Derivative financial instruments
(in thousands of euro)
INCOME STATEMENT
Revenues from sales and services
Other income
Raw materials and consumables used
Personnel expenses
Other costs
Income on equity investments
Losses on equity investments
Dividends
Financial income
Financial expenses
(in thousands of euro)
CASH FLOW STATEMENT
Net cash flows provided by/(used in) operating activities
Net cash provided/(used) by investment activities
Net cash provided/(used) by financing activities
12/31/2023
of which
related
parties
% share
12/31/2022
of which
related
parties
% share
1.700.616
12.752
1.700.000
12.752
55.665
193.860
34.812
7
406
43.838
15.491
443.661
28.344
84.008
20.715
4
54.683
180.323
34.560
7
212
22.144
3.181
762
3.423
33.241
20.715
4
100,0%
100,0%
98,2%
93,0%
99,3%
100,0%
52,1%
50,5%
20,5%
0,2%
12,1%
39,6%
100,0%
100,0%
612
26.070
-
26.070
43.999
2.215.172
97.981
3.298
42.901
2.200.675
97.446
3.298
355
39.062
13.105
363.156
25.549
73.609
20.353
32
212
21.843
3.016
-
4.557
36.537
20.124
32
0,0%
100,0%
97,5%
99,3%
99,5%
100,0%
59,6%
55,9%
23,0%
0,0%
17,8%
49,6%
98,9%
100,0%
2023
of which
related
parties
% share
2022
of which
related
parties
% share
72.998
120.865
(302)
(75.580)
(118.950)
288
(6.600)
283.581
91.420
(137.147)
72.989
116.906
-
(10.123)
(38.131)
288
(6.600)
280.117
91.390
9.088
100,0%
96,7%
0,0%
13,4%
32,1%
100,0%
100,0%
98,8%
100,0%
n.a.
68.322
111.839
(386)
(62.086)
(111.636)
-
(32.471)
309.767
30.773
(68.691)
68.282
105.847
(21)
(7.420)
(42.336)
-
(32.471)
306.814
30.337
(8.737)
99,9%
94,6%
5,5%
12,0%
37,9%
0,0%
100,0%
99,0%
98,6%
12,7%
2023 of which
related
parties
% share
2022 of which
related
parties
% share
88.323
277.962
(366.287)
188.313
279.029
418.629
n.a.
n.a.
n.a.
85.817
304.921
(390.742)
115.736
306.814
633.111
n.a.
n.a.
n.a.
The equity, economic and cash flow effects of transactions with related parties for the year ended
December 31, 2023 are detailed below.
(in thousands of euro)
Subsidiaries
Associates
Directors and
related parties Key Managers
Other
Total
12/31/2023
Other non-current receivables
Derivative financial instruments (non current assets)
Trade receivables
Other current receivables
Tax receivables
Derivative financial instruments (current assets)
Other payables (Non-current liabilities)
Provision for liabilities and charges (Non-current liabilities)
Employee benefit obligations (Non-current liabilities)
Payables to banks and other lenders (current liabilities)
Trade payables
Other payables (current liabilities)
Tax payables
Derivative financial instruments (current liabilities)
1,700,000
12,752
54,646
178,847
34,560
7
-
-
-
762
3,423
12,773
20,715
4
-
-
3
1,476
-
-
-
-
-
-
-
-
-
-
658
-
-
34
-
-
-
- 1,700,000
- 12,752
- 54,683
- 180,323
- 34,560
- 7
- 212 212
- 22,144 22,144
- 3,181 3,181
- 762
-
-
- 3,423
- 20,468 33,241
- 20,715
- 4
-
-
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Total
2023
72.989
116.906
-
(10.123)
(38.131)
288
(6.600)
280.117
91.390
9.088
Total
2023
(in thousands of euro)
Subsidiaries
Associates
Directors and
related parties Key Managers
Other
Revenues from sales and services
Other income
Raw materials and other consumables used
Personnel expenses
Other costs
Gains from investments
Losses from investments
Dividends
Financial income
Financial expenses
(in thousands of euro)
Net income (loss) before taxes
Reversal of accruals/releases
Reversal of (Financial income)/financial expenses
Reversal of Dividends
Reversal of (gain)/losses on investments
Change in Trade receivables
Change in Trade payables
Change in Other receivables
Change in Other payables
Change in Tax receivables/Tax payables
Use of Other provisions
Net cash flows provided by/(used in) operating activities
Disposal/(Acquisition) of investments in subsidiaries
Dividends received
Net cash provided/(used) by investment activities
Change in Financial receivables
Financial income
Financial expenses
Net cash provided/(used) by financing activities
72.531
116.848
-
-
- 458
- 58
-
-
-
-
-
-
- (10.123)
- (23.855)
-
-
-
-
-
-
-
-
-
-
(13.946)
288
(6.600)
278.641
91.390
9.088
(330)
-
-
1.476
-
-
Subsidiaries
Associates
Directors and
related parties Key Managers
Other
548.240
-
(100.478)
(278.641)
6.312
(11.864)
(1.012)
(1.059)
6.391
63.477
-
231.366
1.146
-
-
(1.476)
-
-
(105)
-
-
-
-
(435)
388 -
278.641 -
279.029 -
345.822 -
68.495 -
4.312 -
418.629 -
-
-
-
-
516
(33.978)
82 -
-
-
(16.705)
515.924
10.067 10.067
(100.478)
-
-
(280.117)
- 6.312
(11.782)
(1.135)
(1.059)
(10.314)
- 63.477
(2.582) (2.582)
(43.198)
188.313
- 388
- 278.641
279.029
-
345.822
-
68.495
-
4.312
-
418.629
-
(18)
-
-
-
-
580
-
-
-
-
-
-
-
Below is a breakdown of the equity, economic and cash flow effects of transactions with related
parties for the previous year:
(in thousands of euro)
Subsidiaries
Associates
Directors and
related parties Key Managers
Other
Total
12/31/2022
Derivative financial instruments (non current assets)
Trade receivables
Other current receivables
Tax receivables
Derivative financial instruments (current assets)
Other payables (Non-current liabilities)
Provision for liabilities and charges (Non-current liabilities)
Employee benefit obligations (Non-current liabilities)
Trade payables
Other payables (current liabilities)
Tax payables
Derivative financial instruments (current liabilities)
26,070
42,782
2,200,675
97,446
3,298
-
-
-
4,434
6,382
20,124
32
-
116
-
-
-
-
3
-
-
-
-
- 26,070
- 42,901
- 2,200,675
- 97,446
- 3,298
- 212 212
- 21,843 21,843
-
- 3,016 3,016
-
- 4,557
18
105
30,154 36,537
- 1
- 20,124
-
- 32
-
-
-
(in thousands of euro)
Subsidiaries
Associates
Directors and
related parties Key Managers
Other
Revenues from sales and services
Other income
Raw materials and other consumables used
Personnel expenses
Other costs
Losses from investments
Dividends
Financial income
Financial expenses
-
67,900
105,828
(21)
(12,875)
(32,471)
306,814
30,337
(8,737)
-
-
-
- 382
- 19
-
-
-
- (7,420)
(339) (54) (29,068)
-
-
-
-
-
-
-
-
-
-
-
-
Total
2022
68,282
105,847
(21)
(7,420)
(42,336)
(32,471)
306,814
30,337
(8,737)
659
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
(in thousands of euro)
Subsidiaries
Associates
Directors and
related parties Key Managers
Other
Total
2022
Net income (loss) before taxes
Reversal of accruals/releases
Reversal of (Financial income)/financial expenses
Reversal of Dividends
Reversal of (gain)/losses on investments
Change in Trade receivables
Change in Trade payables
Change in Other receivables
Change in Other payables
Change in Tax receivables/Tax payables
Net cash flows provided by/(used in) operating activities
Dividends received
Net cash provided/(used) by investment activities
Change in Financial receivables
Financial income
Financial expenses
Net cash provided/(used) by financing activities
347
456.775
(36.488)
12.300
-
(21.600)
(306.814)
32.471
(3.667)
1.652 33
-
-
-
(306)
-
-
-
-
-
-
420.295
(339)
12.300
-
-
(21.600)
-
-
-
(306.814)
-
-
-
- 32.471
-
-
(3.588)
-
- 79
1.703
-
18
403
-
-
6.699
- 5.036
(26.133)
-
-
115.736
444
(19.152)
- 306.814
-
306.814
-
-
580.705
-
-
30.337
-
-
22.069
-
-
633.111
-
-
403
1.663
(26.133)
134.750
306.814
306.814
580.705
30.337
22.069
633.111
TRANSACTIONS WITH SUBSIDIARIES
Transactions – Balance Sheet
Other non-current receivables amounted to euro 1,700,000 thousand at December 31, 2023 (nil
at December 31, 2022). The amount at December 31, 2023 refers to a loan granted to Pirelli
International Treasury S.p.A. taken out on January 31, 2023 with maturity January 31, 2025.
Derivative financial instruments (non-current assets) for euro 12,752 thousand (euro 26,070
thousand at December 31, 2022) refer to hedging transactions with Pirelli International Treasury
S.p.A.
Trade receivables from subsidiaries amounted to euro 54,646 thousand (euro 42,782 thousand
at December 31, 2022) and mainly refer to receivables for services/provisions provided to Group
companies (euro 49,267 thousand from Pirelli Tyre S.p.A., euro 2,366 thousand from Pirelli Group
Reinsurance Company SA, euro 994 thousand from Limited Liability Company Pirelli Tyre Russia,
euro 420 thousand from Pirelli Industrie Pneumatici S.r.l., euro 364 thousand from Pirelli Digital
Solutions S.r.l.).
Other current receivables amounted to euro 178,847 thousand (euro 2,200,675 thousand at
December 31, 2022) and refer for euro 143,675 thousand to the intragroup current account with
Pirelli International Treasury S.p.A., for euro 33,070 thousand to interest accrued but not yet
liquidated relating to the loan with Pirelli International Treasury S.p.A., for euro 1,627 thousand to
receivables from Pirelli Tyre S.p.A., for euro 409 thousand to VAT receivables transferred from the
subsidiaries (of which euro 213 thousand with Pirelli Servizi Amministrazione e Tesoreria S.p.A.,
euro 194 thousand with Pirelli Sistemi Informativi Srl, and euro 2 thousand with Pirelli International
Treasury S.p.A.) and for euro 66 thousand to deferred assets relating to software licenses with Pirelli
Sistemi Informativi S.r.l.
Tax receivables amounted to euro 34,560 thousand (euro 97,446 thousand at December 31, 2022)
and refer to receivables from Group companies that adhere to tax consolidation (mainly euro 22,176
thousand from Pirelli Tyre S.p.A., euro 10,056 thousand from Pirelli International Treasury S.p.A.,
660
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
euro 1,245 thousand from Pirelli Industrie Pneumatici S.r.l., euro 633 thousand from Pirelli Digital
Solutions S.r.l.).
Derivative financial instruments (current assets) for euro 7 thousand (euro 3,298 thousand at
December 31, 2022) refer to hedging transactions with Pirelli International Treasury S.p.A.
Payables to banks and other lenders to subsidiaries amounted to euro 762 thousand (nil at
December 31, 2022) and refer to payables to the company Pirelli International Treasury S.p.A..
Trade payables amounted to euro 3,423 thousand (euro 4,434 thousand at December 31, 2022)
and mainly refer to payables for the provision of services. These payables mainly refer for euro 1,296
thousand to Pirelli Tyre S.p.A. and for euro 1,260 thousand to HB Servizi S.r.l.
Other payables (current liabilities) to subsidiaries amounted to euro 12,773 thousand (euro 6,382
thousand at December 31, 2022) and mainly refer to payables with Group companies that adhere to
the VAT consolidation. The main ones are: euro 12,075 thousand with Pirelli Tyre S.p.A., euro 312
thousand with Pirelli Digital Solutions S.r.l., euro 154 thousand with Pirelli Industrie Pneumatici S.r.l.
and euro 115 thousand with Driver Servizi Retail S.p.A..
Tax payables amounted to euro 20,715 thousand (euro 20,124 thousand at December 31, 2022)
and refer to payables to subsidiaries that adhere to tax consolidation (euro 14,327 thousand to Pirelli
Tyre S.p.A., euro 6,388 thousand to Pirelli International Treasury S.p.A.).
The amount of euro 4 thousand (euro 32 thousand at December 31, 2022) of derivative financial
instruments – current liabilities refers to hedging transactions with Pirelli International Treasury
S.p.A.
Transactions – Income statement
Revenues from sales and services to subsidiaries amounted to euro 72,531 thousand in 2023
(euro 67,900 thousand in 2022) and mainly refer to service contracts. The main transactions with
subsidiaries are: euro 69,188 thousand with Pirelli Tyre S.p.A., euro 1,099 thousand with Pirelli
Servizi Amministrazione e Tesoreria S.p.A., euro 589 thousand with Pirelli Sistemi Informativi S.r.l.,
euro 472 thousand with Pirelli International Treasury S.p.A., euro 386 thousand with HB Servizi S.r.l..
Other income from subsidiaries amounting to euro 116,848 thousand in 2023 (euro 105,828
thousand in 2022) mainly refer to: royalties (euro 85,709 thousand from Pirelli Tyre S.p.A., euro
4,870 thousand from Pirelli Group Reinsurance Company SA, euro 3,428 thousands from Limited
Liability Company Pirelli Tyre Russia); euro 10 thousand from Pirelli International Treasury S.p.A.);
revenues for charges relating to personnel seconded to other group companies (euro 683 thousand
with Pirelli Tire LLC., euro 455 thousand with Pirelli Tyre Co. Ltd); revenues for euro 1,083 thousand
with Pirelli Digital Solutions S.r.l., for the activity carried out as part of a research and development
project; other recoveries (euro 19,220 thousand with Pirelli Tyre S.p.A.).
661
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
Other costs to subsidiaries for euro 13,946 thousand in 2023 (euro 12,875 thousand in 2022) mainly
refer to charges for services and miscellaneous costs (euro 5,010 thousand HB Servizi S.r.l., euro
3,454 thousand Pirelli Tyre S.p.A., euro 3,372 thousand Pirelli Sistemi Informativi S.r.l., euro 1,209
thousand Pirelli Servizi Amministrazione e Tesoreria S.p.A.).
Gains from investments amounting to euro 288 thousand in 2023 and refer to the capital gain from
the liquidation in August 2023 of the company Servizi Aziendali Pirelli S.c.p.A., in which Pirelli & C
S.p.A. held a 90.35% share.
The item losses from investments includes the provision to cover losses from investee companies
for euro 6,600 thousand, which refers to the subsidiary Pirelli UK Ltd.
Dividends for euro 278,641 thousand in 2023 (euro 306,814 thousand in 2022) refer to dividends
collected during the year (euro 275,000 thousand from Pirelli Tyre S.p.A., euro 3,011 thousand from
Pirelli Group Reinsurance Company SA, euro 450 thousand from Pirelli Sistemi Informativi S.r.l. and
euro 180 thousand from Pirelli Servizi Amministrazione e Tesoreria S.p.A.).
Financial income for euro 91,390 thousand in 2023 (euro 30,337 thousand in 2022) mainly refers
to interest income on receivables from Pirelli International Treasury S.p.A..
Financial expenses positive for euro 9,088 thousand in 2023 (negative for euro 8,737 thousand in
2022) mainly refer to interest income on hedging instruments stipulated with Pirelli International
Treasury S.p.A.
TRANSACTIONS WITH ASSOCIATED COMPANIES
Transactions – Balance Sheet
Trade receivables from associated companies amounted to euro 3 thousand in 2023 (nil in 2022)
and refer to receivables for services/provisions rendered to the associated company PT Evoluzione
Tyres.
Other current receivables amounted to euro 1,476 thousand in 2023 (nil in 2022) and refer to
receivables for dividends from the associated company Eurostazioni S.p.A. not yet collected.
Trade payables to associated companies are nil in 2023 (euro 105 thousand in 2022). The amount
for 2022 referred to payables to the Consortium for the Research of Advanced Materials (CORIMAV).
Transactions – Income statement
Other costs to associated companies amounted to euro 330 thousand in 2023 (euro 339 thousand
in 2022) and refer to relations with the Consortium for Research on Advanced Materials (CORIMAV).
662
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
Dividends for euro 1,476 thousand in 2023 (nil in 2022) and refer to dividends from the associated
company Eurostazioni S.p.A.
TRANSACTIONS WITH OTHER RELATED PARTIES
Taking into account what is stated in note 1 “General Information” to which reference is made,
pending the outcome of the analysis performed in this regard, in the Annual Financial Statements as
of December 31, 2023 the perimeter of Pirelli’s related parties under IAS 24R has been kept
unchanged.
Transactions – Balance Sheet
Trade receivables from other related parties for euro 34 thousand at December 31, 2023 (euro 116
thousand in 2022) include commercial relations with the Prometeon Group and Camfin S.p.A.
Trade payables to other related parties are nil at December 31, 2023 (euro 18 thousand at
December 31, 2022). The value at December 31, 2022 mainly concerned payables for consultancy
from related parties.
Transactions – Income statement
Revenues from sales and services from other related parties for euro 458 thousand in 2023 (euro
382 thousand in 2022) refer to services/provisions with Prometeon Tyre Group S.r.l. and Camfin
S.p.A.
Other income from other related parties for euro 58 thousand in 2023 (euro 19 thousand in 2022)
refers to service contracts in place with Marco Tronchetti Provera & C. S.p.A. and Camfin S.p.A.
Other costs to other related parties were nil in 2023 (euro 54 thousand in 2022). The amount for
2022 referred to consultancy from related parties.
TRANSACTIONS WITH DIRECTORS AND KEY MANAGERS
Equity and economic transactions regarding Directors and Key Managers can be detailed as follows.
The balance sheet items provisions for risks and liabilities and employee benefit obligations
(non-current liabilities) include the long-term benefits relating to the three-year monetary incentive
plans Long Term Incentive 2022-2024 and 2023-2025 for euro 2,385 thousand, the short-term
663
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
benefits terms relating to the Short Term Incentive plan for euro 4,279 thousand, as well as end-of-
term indemnity for euro 16,802 thousand.
The balance sheet item other current payables includes the short-term portion relating to the Long
Term Incentive and Short term Incentive plans.
The income statement items personnel costs and other costs include euro 3,895 thousand relating
to employees’ severance indemnities and end-of-term indemnity (euro 5,932 thousand in 2022), as
well as short-term benefits for euro 11,400 thousand (euro 11,866 thousand in 2022) and long-term
benefits for euro 8,303 thousand (euro 9,609 thousand in 2022).
40. OTHER INFORMATION
Directors and auditors’ fees
The fees due to Directors of Pirelli & C. S.p.A. amounted to euro 23,855 thousand in 2023 (euro
29,068 thousand in 2022). The fees due to the Statutory Auditors for the function performed at Pirelli
& C. S.p.A. amounted to euro 393 thousand in 2023 (euro 390 thousand in 2022).
Independent auditors’ fees
For the fees for the 2023 financial year for the auditing activities and other services rendered by the
independent auditors PricewaterhouseCoopers S.p.A., references is made to the information
contained in the explanatory notes to the Consolidated Financial Statements.
Disclosure requested by Law no. 124/2017 article 1 paragraphs 125-129
Pirelli & C. S.p.A. obtained within the PNRR a concession decree from the MUR (Ministry of
University and Research) for the facilitation of Research and Development activities within the
Innovation Ecosystem “MUSA – Multilayered Urban Sustainability Action” up to a maximum of euro
0.4 million.
Any information referring to the subsidiaries of Pirelli & C. S.p.A. are included in the consolidated
financial statements.
664
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
41. ATYPICAL AND/OR UNUSUAL TRANSACTIONS
Pursuant to Consob Communication no. 6064293 of July 28, 2006, the Company certifies that no
atypical and/or unusual transactions as defined in said Communication were carried out in 2023.
42. SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE YEAR
On January 30, 2024, the European Commission announced the launch of an investigative activity
against certain tyre manufacturers active in the European Economic Area, for alleged violations of
community competition legislation, with reference to the possible coordination of prices of new
replacement tyres for cars and trucks intended for sale in the European Economic Area. At the same
time, it conducted inspection activities at the offices of the aforementioned tyre manufacturers,
including those of Pirelli. The latter, in confirming the correctness of its actions and that it has always
acted in compliance with the applicable legislation, ensured full collaboration with the Authority in
the context of the investigations carried out. Based on the few elements available to date, Pirelli has
not deemed it necessary to recognize any specific provision in the separate financial statements at
December 31, 2023.
665
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
— ANNEXES TO THE NOTES
666
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
MOVEMENTS OF INVESTMENTS IN SUBSIDIARIES FROM 12/31/2022 TO 12/31/2023
12/31/2022
Carrying
amount
(€/thousand)
Number
of shares
CHANGES
12/31/2023
% of total
investments
of which
direct
Number
of shares
(€/thousand)
Number
of shares
Carrying
amount
(€/thousand)
% of total
investments
of which
direct
INVESTMENTS IN SUBSIDIARIES
ITALY
Unlisted:
Pirelli Servizi Amministrazioni e Tesoreria S.p.A. - Milan
Maristel S.r.l. - Milan
2,047,000
1 share
3,238
1,315
100.0
100.0
100.0
100.0
Pirelli International Treasury SpA - Milan
37,500,000
75,000
100.0
30.0
Pirelli Sistemi Informativi S.r.l. - Milan
1 share
1,655
100.0
100.0
Pirelli Tyre S.p.A. - Milan
558,154,000
4,528,245
100.0
100.0
-
-
-
-
-
-
-
-
-
-
2,047,000
1 share
3,238
1,315
100.0
100.0
100.0
100.0
37,500,000
75,000
100.0
30.0
1 share
1,655
100.0
100.0
558,154,000
4,528,245
100.0
100.0
93,964
1 share
100
230
4,609,783
12/31/2022
Carrying
amount
(€/thousand)
Number
of shares
100.0
90.4
(93,964)
(100)
-
100.0
100.0
-
-
1 share
-
230
-
-
100.0
100.0
(100)
4,609,683
CHANGES
12/31/2023
% of total
investments
of which
direct
Number
of shares
(€/thousand)
Number
of shares
Carrying
amount
(€/thousand)
% of total
investments
of which
direct
Servizi Aziendali Pirelli S.C.p.A. - Milan
HB Servizi Srl - Milan
Total investments in Italian subsidiaries
FOREIGN COMPANIES
Brazil
Pirelli Ltda - Sao Paulo
13,999,991
8,420
100.0
100.0
13,999,991
8,420
100.0
100.0
Pirelli Latam Participações Ltda.
1
UK
Pirelli UK ltd. - London - ordinary
163,991,278
-
-
-
-
100.0
100.0
Switzerland
Pirelli Group Reinsurance Company S.A.
300,000
6,346
100.0
100.0
Total investments in foreign subsidiaries
Total investments in subsidiaries
14,766
4,624,549
MOVEMENTS OF INVESTMENTS IN ASSOCIATES FROM 12/31/2022 TO 12/31/2023
-
-
-
-
-
-
1
-
163,991,278
-
-
-
-
100.0
100.0
-
-
(100)
300,000
6,346
100.0
100.0
14,766
4,624,449
INVESTMENTS IN ASSOCIATES
ITALY
Unlisted:
Consorzio per le Ricerche sui Materiali Avanzati (CORIMAV) -Milan
Eurostazioni S.p.A. - Rome
Total unlisted companies
Total investments in associates - Italy
Total investments in associates
12/31/2022
Carrying
amount
(€/thousand)
Number
of shares
CHANGES
12/31/2023
% of total
investments
of which
direct
Number
of shares
(€/thousand)
Number
of shares
Carrying
amount
(€/thousand)
% of total
investments
of which
direct
100.0
100.0
32.7
32.7
-
-
1 share
52,333,333
104
6,271
6,375
6,375
6,375
100.0
100.0
32.7
32.7
1 share
52,333,333
-
-
-
-
-
104
6,271
6,375
6,375
6,375
667
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
MOVEMENTS OF OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPRENSIVE INCOME FROM 12/31/2022 TO 12/31/2023 (Continue)
INVESTMENTS IN OTHER COMPANIES
ITALIAN LISTED COMPANIES
RCS Mediagroup S.p.A. - Milan
Total other Italian listed companies
Total other listed companies
ITALIAN UNLISTED COMPANIES
Aree Urbane S.r.l. (in liquidazione) - Milan
C.I.R.A. - Centro Italiano di Ricerche Aerospaziali S.c.p.A. - Capua (CE)
Number
of shares
24,694,918
Number
of shares
1 share
30
Alitalia Compagnia Aerea Italiana S.p.A. - Rome
1,162,098,622
CEFRIEL - Società Consortile a Responsabilità limitata
Consorzio DIXIT (in liquidazione) - Milan
MIP Politecnico di Milano - Graduate School of Business
Società consortile per azioni
Consorzio Milano Ricerche - Milan
Societa' Generale per la Progettazione
Consulenze e Partecipazioni ( ex Italconsult ) S.p.A. - Rome
1 share
1 share
12,000
1 share
1,100
F.C. Internazionale Milano S.p.A. - Milan
55,805,625
Fin. Priv. S.r.l. - Milan
Istituto Europeo di Oncologia S.r.l. - Milan
Nomisma - Società di Studi Economici S.p.A. - Bologna
Tiglio I S.r.l. - Milan
Genextra S.p.A.
Total other Italian unlisted companies
1 share
1 share
959,429
1 share
592,450
12/31/2022
Carrying
amount
(€/thousand)
16,570
16,570
16,570
12/31/2022
Carrying
amount
(€/thousand)
-
-
-
-
-
-
-
-
-
18,864
8,140
360
1
629
27,994
Changes
% of total
investments
of which
direct
Number
of shares
(€/thousand)
Number
of shares
4.7
4.7
-
24,694,918
1,729
1,729
1,729
Changes
% of total
investments
of which
direct
Number
of shares
(€/thousand)
Number
of shares
0.3
0.1
1.4
4.9
0.3
0.1
1.4
4.9
14.3
14.3
2.9
9.0
3.7
0.4
2.9
9.0
3.7
0.4
14.3
14.3
6.1
3.3
0.6
0.6
6.1
3.3
0.6
0.6
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 share
30
1,162,098,622
1 share
1 share
12,000
1 share
1,100
55,805,625
1 share
1 share
959,429
1 share
592,450
-
-
-
-
-
-
-
-
-
4,552
217
34
-
(371)
4,432
12/31/2023
Carrying
amount
(€/thousand)
18,299
18,299
18,299
12/31/2023
Carrying
amount
(€/thousand)
-
-
-
-
-
-
-
-
-
23,416
8,357
394
1
258
32,426
% of total
investments
of which
direct
4.7
4.7
% of total
investments
of which
direct
0.3
0.1
1.4
4.9
0.3
0.1
1.4
4.9
14.3
14.3
2.9
9.0
3.7
0.4
2.9
9.0
3.7
0.4
14.3
14.3
6.1
3.3
0.6
0.6
6.1
3.3
0.6
0.6
668
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
MOVEMENTS OF OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPRENSIVE INCOME FROM 12/31/2022 TO 12/31/2023
12/31/2022
Carrying
amount
(€/thousand)
Number
of shares
Changes
% of total
investments
of which
direct
Number
of shares
(€/thousand)
Number
of shares
12/31/2023
Carrying
amount
(€/thousand)
% of total
investments
of which
direct
FOREIGN COMPANIES
Libia
Libyan-Italian Joint Company - ordinary shares B
UK
Eca International
Total other foreign companies
OTHER PORTFOLIO SECURITIES
300
100
Fondo Comune di Investimento Immobiliare - Anastasia
53 shares
TOTAL AVAILABLE-FOR-SALE FINANCIAL ASSETS
TOTAL FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER
COMPRENSIVE INCOME
-
-
-
1,776
1,776
46,340
1.0
1.0
-
2.8
2.8
(100)
-
-
-
-
-
-
(1,752)
(1,752)
4,409
300
-
53 shares
-
-
-
24
24
50,749
1.0
1.0
-
-
-
-
669
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
LIST OF INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES (PURSUANT TO ART. 2427 OF THE CIVIL CODE)
(in thousand of euro)
INVESTMENTS IN SUBSIDIARIES - ITALY
Pirelli Servizi Amministrazioni e Tesoreria S.p.A.
Maristel S.p.A.
Pirelli Sistemi Informativi S.r.l.
Pirelli Tyre S.p.A.
HB Servizi S.r.l
Pirelli International Treasury S.p.A.
Total investments in subsidiaries - Italy
INVESTMENTS IN FOREIGN SUBSIDIARIES
Switzerland
Pirelli Group Reinsurance Company S.A.
Brasil
Pirelli Ltda
UK
Pirelli UK Ltd.
Total investments in foreign subsidiaries
Total investments in subsidiaries
INVESTMENTS IN ASSOCIATES - ITALY
Consortium for the Research into Advanced Materials (CORIMAV)
Eurostazioni S.p.A. *
Total investments in associates - Italy
Total investments in associates
*balance sheet at July 31, 2023
Legal address
Carrying
amount
Share % Share capital
Attributable
equity
Attributable
net income
(loss)
Milan
Milan
Milan
Milan
Milan
Milan
3,238
1,315
1,655
4,528,245
230
75,000
4,609,683
100%
100%
100%
100%
100%
30%
2,047
50
1,010
558,154
10
125,000
3,387
3,296
3,284
1,848,170
579
80,644
389
36
904
111,820
1
6,842
Lugano
6,346
100%
Sao Paulo
8,420
100%
3,047
2,616
17,354
(7,497)
3,054
(339)
London
Milan
Rome
-
14,766
4,624,449
104
6,271
6,375
6,375
100%
188,701
(31,576)
(2,031)
100%
32.7%
104
16,000
104
7,757
-
1,136
670
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
671
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
672
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
673
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
674
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
675
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
676
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
677
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
678
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
679
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
680
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
681
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
682
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
683
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
684
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
685
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
686
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
687
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
688
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
689
Pirelli & C. S.p.A. – 2023 Annual Report
Separate Financial Statements
690
Separate Financial Statements
Pirelli & C. S.p.A. – 2023 Annual Report
691
Pirelli & C. S.p.A. – 2023 Annual Report
Resolutions
RESOLUTIONS
692
Resolutions
Pirelli & C. S.p.A. – 2023 Annual Report
PROPOSAL FOR APPROVAL OF THE FINANCIAL STATEMENTS AND
ALLOCATION OF THE RESULT FOR THE YEAR
Shareholders,
The year ended December 31, 2023 closed with a profit of euro 242,882,239.00.
Considering that following the shareholders’ meeting resolutions adopted in 2017, the legal reserve
was completed and reached the limit established by article 2430 of the Civil Code, the Board of
Directors proposes the distribution of a dividend, gross of withholding taxes, of euro 0.198 for each
of the 1,000,000,000 outstanding ordinary shares and the carry-forward of the remaining profit of
euro 44,882,239.00.
The aforementioned proposal provides for a distribution equal to ~40% of the consolidated net result
of the year.
The proposed dividend was calculated taking into account the number of shares currently
outstanding. This number may vary following any requests for conversion of the “EUR 500 million
Senior Unsecured Guaranteed Equity-linked Bonds due 2025”. In this case, the Board proposes to
withdraw any necessary amounts from the item “Retained earnings reserve”.
If you agree with our proposal, we request that you adopt the following
“The Shareholders’ Meeting,
RESOLUTIONS
having examined the annual report at December 31, 2023;
having acknowledged the report of the Board of Statutory Auditors;
having acknowledged the report of the Independent Auditors;
RESOLVED
a)
to approve the Company’s financial statements for the year ended December 31, 2023, as
presented by the Board of Directors as a whole, in the individual entries and with the proposed
provisions, showing a profit of euro 242,882,239.00;
b)
to distribute to shareholders a dividend, gross of withholding taxes, of euro 0.198 for each of the
1,000,000,000 outstanding ordinary shares, for a total of euro 198,000,000.00;
c)
to carry forward the remaining profit of euro 44,882,239.00;
d)
to authorize the Directors to allocate to retained earnings the balance of the rounding that may
be determined at the time of payment of the dividend;
693
Pirelli & C. S.p.A. – 2023 Annual Report
Resolutions
e)
to establish, in the event that before the ex-dividend date, the number of outstanding ordinary
shares changes following the eventual conversion of the “EUR 500 million Senior Unsecured
Guaranteed Equity-linked Bonds due 2025”, that the unit dividend referred to above will remain
unchanged and that the amount necessary for distribution to any new shares will taken from the
item “Retained earnings reserve”.
The dividend for the year 2023 will be paid as from June 26, 2024, with ex dividend date on June
24, 2024 (record date June 25, 2024).
694
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
695
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
696
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
697
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
698
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
699
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
700
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
701
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
702
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
703
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
704
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
705
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
706
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
707
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
708
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
709
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
710
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
711
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
712
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
713
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
A gray cell indicates that reasons for omission are
not permitted for the disclosure or that a GRI Sector
Standard reference number is not available.
GRI CONTENT INDEX
DISCLOSURE
LOCATION
GRI STANDARD/
OTHER SOURCE
General disclosures
Corporate website
(www.pirelli.com)
Pirelli and its
management
model
Report on
corporate
governance
and share
ownership of Pirelli
& c. S.p.a.
Company profile -
sustainability in
Pirelli
Significant
shareholdings of
capital
Scope of
consolidation
Methodological
note
Scope of reporting
Scope of
consolidation
Methodological
note
Methodological
note
Methodological
note
Report of the
independent
auditors
Corporate website
(www.pirelli.com)
Company profile -
sustainability in
pirelli
Pirelli and its
management
model
Our customers
Pirelli supply chain
Pirelli employees
around the world
Diversity, equity
and inclusion
Pirelli employees
around the world
Model of corporate
governance
Company profile -
sustainability in
pirelli
Functioning of
committees
Pirelli and its
management
model
Diversity policies
Diversity, equity
and inclusion
2-1 Organizational
details
2-2 Entities
included in the
organization’s
sustainability
reporting
2-3 Reporting
period, frequency
and contact point
2-4 Restatements
of information
GRI 2: General
Disclosures 2021
2-5 External
assurance
2-6 Activities,
value chain and
other business
relationships
2-7 Employees
2-8 Workers who
are not employees
2-9 Governance
structure and
composition
714
Page
Corporate
website
75-78
315-401
322
323-324
591-597
73-75
186
591-597
73-75
73-75
73-75
Corporate
website
322
75-78
117-129
132-134
234-240
240-250
234-240
320-322
322
357-358
75-78
343
240-250
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Pirelli & C. S.p.A. – 2023 Annual Report
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
2-10 Nomination
and selection of
the highest
governance body
2-11 Chair of the
highest
governance body
2-12 Role of the
highest
governance body
in overseeing the
management of
impacts
2-13 Delegation of
responsibility for
managing impacts
2-14 Role of the
highest
governance body
in sustainability
reporting
2-15 Conflicts of
interest
2-16
Communication of
critical concerns
2-17 Collective
knowledge of the
highest
governance body
2-18 Evaluation of
the performance
of the highest
governance body
2-19
Remuneration
policies
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Page
Corporate
website
75-78
338-340
344-345
Corporate website
(www.pirelli.com)
Pirelli and its
management
model
Appointment and
replacement
Induction
programme
Composition
340-342
Pirelli and its
management
model
Stakeholder
engagement
Impact materiality
Sustainability of
the natural rubber
supply chain
Policy on conflict
minerals
Pirelli and its
management
model
Impact materiality
Pirelli and its
management
model
Impact materiality
Role of the board
of directors
Interests of the
directors and
related-party
transactions
System of internal
control and risk
managementi -
audit, risks and
corporate
governance
committee
Corporate website
(www.pirelli.com)
Pirelli and its
management
model
Induction
programme
Board of directors
self-assessment
process
Remuneration
policy for the 2024
financial year
Elements of the
policy
Compensation in
the event of
resignation,
dismissal or
termination of
relations
Clawback clauses
75-78
96-97
79-92
141-144
147-150
75-78
79-92
75-78
79-92
67; 337
375-376
364-365
Corporate
website
75-78
344-345
347-349
408-412
416-423
441-443
440-441
Confidentiality
constraints
Pirelli do not
disclose this
information for
Business related
constraints
715
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
a;b;c
Confidentiality
constraints
Pirelli do not
disclose this
information for
Business related
constraints
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
Office Termination
Payment and non-
monetary benefits
Diversity, equity
and inclusion
Remuneration and
sustainability
Report on the
remuneration
policy and
compensation paid
Remuneration
policy for the 2024
financial year
2-20 Process to
determine
remuneration
2-21 Annual total
compensation
ratio
Na
2-22 Statement on
sustainable
development
strategy
Corporate website
(www.pirelli.com)/
sustainability
section
Main policies
Compliance
programmes, anti-
corruption, privacy,
trade compliance,
antitrust,
compliance with
laws and
regulations
Supply chain
sustainable
management
system
Policy on conflict
minerals
Respect for human
rights
Diversity, equity
and inclusion
Training on
sustainability and
corporate
governance
Sustainability of
the natural rubber
supply chain
Policy on conflict
minerals
Supplier award
Respect for human
rights
Materiality of esg
impacts on the
supply chain
Sustainability of
the natural rubber
supply chain
Whistleblowing
policy
Diversity, equity
and inclusion
2-23 Policy
commitments
2-24 Embedding
policy
commitments
2-25 Processes to
remediate
negative impacts
Page
432-433
240-250
250-252
402-407
408-412
(https://corporate.
pirelli.com/
corporate/en-
ww/sustainability/
sustainability)
97-99
100-103
130-132
147-150
226-233
240-250
259-261
141-144
147-150
150
226-233
141
141-144
105-108
240-250
716
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Pirelli & C. S.p.A. – 2023 Annual Report
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
2-26 Mechanisms
for seeking advice
and raising
concerns
2-27 Compliance
with laws and
regulations
2-28 Membership
associations
2-29 Approach to
stakeholder
engagement
2-30 Collective
bargaining
agreements
Whistleblowing
policy
Compliance
Focus: esg on-site
audits
Energy
management
European works
council (ewc)
Main international
commitments for
sustainability
Contributions for
the benefit of the
external
community
Respect for human
rights
Tyre wear and twrp
Stakeholder
engagement
Policy for
managing dialogue
with shareholders
and the main
financial market
stakeholders
Industrial relations
Unionisation levels
and industrial
action
Material topics
GRI 3: Material
Topics 2021
Financial Health
3-1 Process to
determine material
topics
3-2 List of material
topics
Methodological
note
Methodological
note
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Presentation of
2023 integrated
annual report
Sharing of added
value
Relations with
investors and the
financial market
Consolidated
financial
statements at
december 31,
2023
Page
105-108
129
138-140
186-190
267
288-296
109-111
226-233
183
96-97
382-383
266-270
269
73-75
73-75
7-11
109-111
112-114
472- 597
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
A gray cell indicates that reasons for omission are
not permitted for the disclosure or that a GRI Sector
Standard reference number is not available.
717
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
201-1 Direct
economic value
generated and
distributed
201-2 Financial
implications and
other risks and
opportunities due
to climate change
GRI 201: Economic
Performance 2016
201-3 Defined
benefit plan
obligations and
other retirement
plans
201-4 Financial
assistance
received from
government
Sharing of added
value
Relations with
investors and the
financial market
Consolidated
financial
statements at
december 31,
2023
Risk factors and
uncertainty
Emerging risks
related to climate
change and water
stress
Joining the task
force on climate-
related financial
disclosures (tcfd)
and
tcfd reporting
Management of
greenhouse gas
emissions and
climate transition
plan
Supplementary
pension plans,
supplementary
health plans and
other
social benefits
Personnel
provisions
Personnel costs
Public loans and
contributions
Page
109-111
112-114
472- 597
45-58
56-58
154-159
190-197
269-270
644-646
652
111-112
Diversità, equità ed
inclusione
GRI 3: Material
Topics 2021
3-3 Management
of material topics
202-1 Ratios of
standard entry
level wage by
gender compared
to local minimum
wage
202-2 Proportion
of senior
management
hired from the
local community
GRI 202: Market
Presence 2016
Corporate
Citizenship
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Diversity, equity
and inclusion
Focus: the figures
on diversity
240-250
245-250
Diversity, equity
and inclusion
240-250
Diversity, equity
and inclusion
Focus: the figures
on diversity
Sharing of added
value
Company
initiatives for the
external
community
240-250
245-250
109-111
296-304
718
GRI 203: Indirect
Economic Impacts
2016
Responsible
Management of the
Supply Chain
GRI 3: Material
Topics 2021
GRI 204:
Procurement
Practices 2016
Business Ethics &
Integrity
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
203-1
Infrastructure
investments and
services
supported
203-2 Significant
indirect economic
impacts
Sharing of added
value
Company
initiatives for the
external
community
Fondazione Pirelli
(Pirelli foundation)
Pirelli hangar
bicocca
Sharing of added
value
Company
initiatives for the
external
community
Fondazione Pirelli
(Pirelli foundation)
Pirelli hangar
bicocca
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Page
109-111
296-304
305-309
310-314
109-111
296-304
305-309
310-314
3-3 Management
of material topics
204-1 Proportion
of spending on
local suppliers
Our suppliers
131-151
Pirelli supply chain
132-134
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Pirelli and its
management
model
Main policies
Compliance
programmes, anti-
corruption, privacy,
trade compliance,
antitrust,
compliance with
laws and
regulations
Whistleblowing
policy
Respect for human
rights
75-78
97-99
100-103
105-108
226-233
719
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Information
unavailable/
incomplete
% of employees
trained on anti-
corruption
currently not
disclosed by
category and
region
Page
105-108
97-99
100-103
344-345
100-103
105-108
75-78
97-99
100-103
105-108
226-233
100-103
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
Whistleblowing
policy
Main policies
Compliance
programmes, anti-
corruption, privacy,
trade compliance,
antitrust,
compliance with
laws and
regulations
Induction
programme
Compliance
programmes, anti-
corruption, privacy,
trade compliance,
antitrust,
compliance with
laws and
regulations
Whistleblowing
policy
Pirelli and its
management
model
Main policies
Compliance
programmes, anti-
corruption, privacy,
trade compliance,
antitrust,
compliance with
laws and
regulations
Whistleblowing
policy
Respect for human
rights
Compliance
programmes, anti-
corruption, privacy,
trade compliance,
antitrust,
compliance with
laws and
regulations
205-1 Operations
assessed for risks
related to
corruption
205-2
Communication
and training about
anti-corruption
policies and
procedures
205-3 Confirmed
incidents of
corruption and
actions taken
GRI 205: Anti-
corruption 2016
Business Ethics &
Integrity
GRI 3: Material
Topics 2021
3-3 Management
of material topics
206-1 Legal
actions for anti-
competitive
behavior, anti-
trust, and
monopoly
practices
GRI 206: Anti-
competitive
Behavior 2016
Business Ethics &
Integrity & Financial
Health
GRI 3: Material
Topics 2021
3-3 Management
of material topics
720
Taxes
Presentation of
2023 integrated
annual report
Sharing of added
value
Consolidated
financial
statements at
december 31,
2023
572-575
7-11
109-111
472- 597
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
Page
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Taxes
572-575
Taxes
572-575
Taxes
572-575
207-1 Approach to
tax
207-2 Tax
governance,
control, and risk
management
207-3 Stakeholder
engagement and
management of
concerns related
to tax
207-4 Country-by-
country reporting
GRI 207: Tax 2019
Circular economy &
Product
Environmental
Sustainability
GRI 3: Material
Topics 2021
3-3 Management
of material topics
301-1 Materials
used by weight or
volume
301-2 Recycled
input materials
used
301-3 Reclaimed
products and their
packaging
materials
GRI 301: Materials
2016
Responsible
Management of
Natural Resources
& Product
Environmental
Sustainability
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Product safety,
performance and
eco-sustainability
Product: research,
development and
sustainability of
raw materials
Product: eco &
safety performance
targets
Tyre wear and twrp
Management of
end-of-life tyres
Pirelli’s approach
to the circular
economy: the 5 rs
Product: research,
development and
sustainability of
raw materials
Product: research,
development and
sustainability of
raw materials
Waste
management
Other emissions
and environmental
aspects
Product: eco &
safety performance
targets
Management of
end-of-life tyres
122-125
171-175
176-181
183
184-185
169-170
171-175
171-175
202-204
206-207
176-181
184-185
Sustainability of
the natural rubber
supply chain
Biodiversity
Product: research,
development and
sustainability of
raw materials
Energy
management
141-144
160-164
171-175
186-190
Information
unavailable/
incomplete
information
provided by
Region
721
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
Page
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
302-1 Energy
consumption
within the
organization
302-2 Energy
consumption
outside of the
organization
302-3 Energy
intensity
302-4 Reduction
of energy
consumption
302-5 Reductions
in energy
requirements of
products and
services
3-3 Management
of material topics
303-1 Interactions
with water as a
shared resource
303-2
Management of
water discharge-
related impacts
303-3 Water
withdrawal
303-4 Water
discharge
303-5 Water
consumption
GRI 302: Energy
2016
Responsible
Management of
Natural Resources
GRI 3: Material
Topics 2021
GRI 303: Water and
Effluents 2018
Biodiversity
Protection
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Energy
management
186-190
The Pirelli group’s
environmental
footprint and
strategy
Energy
management
Energy
management
Product: eco &
safety performance
targets
Sustainability of
the natural rubber
supply chain
Biodiversity
Pirelli’s approach
to the circular
economy: the 5 rs
Product: research,
development and
sustainability of
raw materials
Water
management
Water
management
Water
management
Water
management
Water
management
Water
management
Biodiversity
Sustainability of
the natural rubber
supply chain
Energy
management
Water
management
Waste
management
165-168
186-190
186-190
176-181
141-144
160-164
169-170
171-175
198-201
198-201
198-201
198-201
198-201
198-201
160-164
141-144
186-190
198-201
202-204
722
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
Page
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
304-1 Operational
sites owned,
leased, managed
in, or adjacent to,
protected areas
and areas of high
biodiversity value
outside protected
areas
304-2 Significant
impacts of
activities, products
and services on
biodiversity
304-3 Habitats
protected or
restored
304-4 IUCN Red
List species and
national
conservation list
species with
habitats in areas
affected by
operations
GRI 304:
Biodiversity 2016
Climate Change and
Greenhouse Gas
Emissions
Reduction
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Biodiversity
160-164
Biodiversity
160-164
Water
management
198-201
Management of
greenhouse gas
emissions and
climate transition
plan
Biodiversity
190-197
160-164
Biodiversity
160-164
Joining the task
force on climate-
related financial
disclosures
(TCFD) and
TCFD reporting
The Pirelli group’s
environmental
footprint and
strategy
Energy
management
Management of
greenhouse gas
emissions and
climate transition
plan
154-159
165-168
186-190
190-197
723
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Page
186
190-197
186
190-197
146
151-225
165-168
190-197
190-197
190-197
206-207
205
205-206
206-207
141-144
160-164
169-170
171-175
202-204
184-185
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
Scope of reporting
Management of
greenhouse gas
emissions and
climate transition
plan
Scope of reporting
Management of
greenhouse gas
emissions and
climate transition
plan
CDP supply chain
Environmental
dimension
The Pirelli group’s
environmental
footprint and
strategy
Management of
greenhouse gas
emissions and
climate transition
plan
Management of
greenhouse gas
emissions and
climate transition
plan
Management of
greenhouse gas
emissions and
climate transition
plan
Other emissions
and environmental
aspects
Solvents
Nox emissions
Other emissions
and environmental
aspects
Sustainability of
the natural rubber
supply chain
Biodiversity
Pirelli’s approach
to the circular
economy: the 5 rs
Product: research,
development and
sustainability of
raw materials
Waste
management
Management of
end-of-life tyres
GRI 305: Emissions
2016
305-1 Direct
(Scope 1) GHG
emissions
305-2 Energy
indirect (Scope 2)
GHG emissions
305-3 Other
indirect (Scope 3)
GHG emissions
305-4 GHG
emissions
intensity
305-5 Reduction
of GHG emissions
305-6 Emissions
of ozone-depleting
substances (ODS)
305-7 Nitrogen
oxides (NOx),
sulfur oxides
(SOx), and other
significant air
emissions
Responsible
Management of
Natural Resources,
& Circular Economy
GRI 3: Material
Topics 2021
3-3 Management
of material topics
724
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
306-1 Waste
generation and
significant waste-
related impacts
306-2
Management of
significant waste-
related impacts
306-3 Waste
generated
306-4 Waste
diverted from
disposal
306-5 Waste
directed to
disposal
3-3 Management
of material topics
308-1 New
suppliers that
were screened
using
environmental
criteria
308-2 Negative
environmental
impacts in the
supply chain and
actions taken
3-3 Management
of material topics
401-1 New
employee hires
and employee
turnover
401-2 Benefits
provided to full-
time employees
that are not
provided to
temporary or part-
time employees
401-3 Parental
leave
402-1 Minimum
notice periods
regarding
operational
changes
GRI 306: Waste 2020
Responsible
Management of the
Supply Chain
GRI 3: Material
Topics 2021
GRI 308: Supplier
Environmental
Assessment 2016
Talent Acquisition,
Development and
Retention
GRI 3: Material
Topics 2021
GRI 401:
Employment 2016
GRI 402:
Labor/Management
Relations 2016
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Page
165-168
202-204
169-170
202-204
206-207
202-204
202-204
202-204
The Pirelli group’s
environmental
footprint and
strategy
Waste
management
Pirelli’s approach
to the circular
economy: the 5 rs
Waste
management
Other emissions
and environmental
aspects
Waste
management
Waste
management
Waste
management
Our suppliers
131-151
The ESG Elements
in the Procurement
Process
Focus: esg on-site
audits
Risk factors and
uncertainty
Focus: esg on-site
audits
Policy on conflict
minerals
CDP supply chain
Employer branding
Development
Employee flows by
geographic area,
gender and age
bracket
Supplementary
pension plans,
supplementary
health plans and
other
social benefits
Diversity, equity
and inclusion
134-137
138-140
45-58
138-140
147-150
146
252-253
253-254
238-240
269-270
240-250
Industrial relations
266-270
725
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
GRI STANDARD/
OTHER SOURCE
Occupational health
and safety
DISCLOSURE
LOCATION
Page
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
GRI 3: Material
Topics 2021
3-3 Management
of material topics
GRI 403:
Occupational Health
and Safety 2018
403-1
Occupational
health and safety
management
system
403-2 Hazard
identification, risk
assessment, and
incident
investigation
403-3
Occupational
health services
403-4 Worker
participation,
consultation, and
communication on
occupational
health and safety
403-5 Worker
training on
occupational
health and safety
403-6 Promotion
of worker health
403-7 Prevention
and mitigation of
occupational
health and safety
impacts directly
linked by business
relationships
403-8 Workers
covered by an
occupational
health and safety
management
system
403-9 Work-
related injuries
403-10 Work-
related ill health
Training and
Development
GRI 3: Material
Topics 2021
3-3 Management
of material topics
726
Occupational
health, safety and
hygiene
Model
Management
system
Safety culture and
training
Monitoring of
health and safety
performance and
main indicators
Safety culture and
training
Monitoring of
health and safety
performance and
main indicators
Model
Management
system
270-282
270-271
274
275-276
276-282
275-276
276-282
270-271
274
Safety culture and
training
275-276
Welfare and
initiatives for the
internal community
Safety culture and
training
The ESG Elements
in the Procurement
Process
Product: eco &
safety performance
targets
Safety culture and
training
Model
Management
system
Monitoring of
health and safety
performance and
main indicators
Monitoring of
health and safety
performance and
main indicators
Development
Training
Training on
sustainability and
corporate
governance
263-266
275-276
134-137
176-181
275-276
270-271
274
a. iii
Information
unavailable/
incomplete
number of
contractors not
available
276-282
a. v, b. v
Confidentiality
Constraints
Pirelli do not
disclose this
information for
Business related
constraints
276-282
253-254
255-261
259-261
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
Page
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
404-1 Average
hours of training
per year per
employee
404-2 Programs
for upgrading
employee skills
and transition
assistance
programs
404-3 Percentage
of employees
receiving regular
performance and
career
development
reviews
Statistics on Pirelli
training
260-261
Talent
development
254
Training
255-261
Performance
management
253-254
GRI 404: Training
and Education 2016
Diversity, Equity
and Inclusion &
Human Rights
Impact materiality
Main policies
Respect for human
rights
Diversity, equity
and inclusion
Our suppliers
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
Pirelli employees
around the world
Diversity policies
Composition
Diversity, equity
and inclusion
79-92
97-99
226-233
240-250
131-151
267-269
234-240
343
340-342
240-250
GRI 3: Material
Topics 2021
3-3 Management
of material topics
GRI 405: Diversity
and Equal
Opportunity 2016
405-1 Diversity of
governance
bodies and
employees
405-2 Ratio of
basic salary and
remuneration of
women to men
727
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
DISCLOSURE
LOCATION
Page
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
GRI STANDARD/
OTHER SOURCE
Diversity, Equity
and Inclusion &
Human Rights
79-92
240-250
97-99
226-233
131-151
267-269
240-250
105-108
97-99
226-233
240-250
131-151
267-269
134-137
138-140
226-233
267-269
Impact materiality
Diversity, equity
and inclusion
Main policies
Respect for human
rights
Our suppliers
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
Diversity, equity
and inclusion
Whistleblowing
policy
Main policies
Respect for human
rights
Diversity, equity
and inclusion
Our suppliers
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
The ESG Elements
in the Procurement
Process
Focus: esg on-site
audits
Respect for human
rights
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
GRI 3: Material
Topics 2021
3-3 Management
of material topics
406-1 Incidents of
discrimination and
corrective actions
taken
GRI 406: Non-
discrimination 2016
Human Rights &
Responsible
Management of the
Supply Chain
GRI 3: Material
Topics 2021
3-3 Management
of material topics
GRI 407: Freedom of
Association and
Collective
Bargaining 2016
407-1 Operations
and suppliers in
which the right to
freedom of
association and
collective
bargaining may be
at risk
728
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Pirelli & C. S.p.A. – 2023 Annual Report
DISCLOSURE
LOCATION
Page
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
GRI STANDARD/
OTHER SOURCE
Human Rights &
Responsible
Management of the
Supply Chain
GRI 3: Material
Topics 2021
3-3 Management
of material topics
GRI 408: Child
Labor 2016
408-1 Operations
and suppliers at
significant risk for
incidents of child
labor
Human Rights &
Responsible
Management of the
Supply Chain
GRI 3: Material
Topics 2021
3-3 Management
of material topics
97-99
226-233
240-250
131-151
267-269
134-137
138-140
226-233
267-269
97-99
226-233
240-250
131-151
267-269
Main policies
Respect for human
rights
Diversity, equity
and inclusion
Our suppliers
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
The ESG Elements
in the Procurement
Process
Focus: esg on-site
audits
Respect for human
rights
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
Main policies
Respect for human
rights
Diversity, equity
and inclusion
Our suppliers
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
729
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Information
unavailable/
incomplete
% of security
personnel trained
on human rights
currently not
available
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
GRI 409: Forced or
Compulsory Labor
2016
409-1 Operations
and suppliers at
significant risk for
incidents of forced
or compulsory
labor
GRI 410: Security
Practices 2016
Human Rights
410-1 Security
personnel trained
in human rights
policies or
procedures
GRI 3: Material
Topics 2021
3-3 Management
of material topics
The ESG Elements
in the Procurement
Process
Focus: esg on-site
audits
Respect for human
rights
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
Main policies
Respect for human
rights
Diversity, equity
and inclusion
Our suppliers
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
Page
134-137
138-140
226-233
267-269
97-99
226-233
240-250
131-151
267-269
411-1 Incidents of
violations
involving rights of
indigenous
peoples
GRI 411: Rights of
Indigenous Peoples
2016
Corporate
Citizenship
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Whistleblowing
policy
105-108
Sharing of added
value
Company
initiatives for the
external
community
109-111
296-304
730
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Information
unavailable/
incomplete
information
currently
unavailable
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
Stakeholder
engagement
Respect for human
rights
Sustainability of
the natural rubber
supply chain
Water
management
Compliance with
legislative-
contractual
requirements on
overtime, rest
periods,
association and
bargaining, equal
opportunities and
nondiscrimination,
prohibition of child
and forced labour
Biodiversity
The Pirelli group’s
environmental
footprint and
strategy
External
community
Company
initiatives for the
external
community
Respect for human
rights
Sustainability of
the natural rubber
supply chain
Biodiversity
The Pirelli group’s
environmental
footprint and
strategy
Water
management
External
community
Company
initiatives for the
external
community
Our suppliers
Respect for human
rights
Policy on conflict
minerals
The ESG Elements
in the Procurement
Process
Focus: esg on-site
audits
Risk factors and
uncertainty
Focus: ESG on-
site audits
GRI 413: Local
Communities 2016
413-1 Operations
with local
community
engagement,
impact
assessments, and
development
programs
413-2 Operations
with significant
actual and
potential negative
impacts on local
communities
Responsible
Management of the
Supply Chain
GRI 3: Material
Topics 2021
3-3 Management
of material topics
GRI 414: Supplier
Social Assessment
2016
414-1 New
suppliers that
were screened
using social
criteria
414-2 Negative
social impacts in
the supply chain
and actions taken
Page
96-97
226-233
141-144
198-201
267-269
160-164
165-168
283-314
296-304
226-233
141-144
160-164
165-168
198-201
283-314
296-304
131-151
226-233
147-150
134-137
138-140
45-58
138-140
731
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Page
109-111
122-125
171-175
176-181
183
184-185
75-78
97-99
100-103
105-108
122-125
134-137
Contributions for
the benefit of the
external
community
Product safety,
performance and
eco-sustainability
Product: research,
development and
sustainability of
raw materials
Product: eco &
safety performance
targets
Tyre wear and twrp
Management of
end-of-life tyres
Pirelli and its
management
model
Main policies
Compliance
programmes, anti-
corruption, privacy,
trade compliance,
antitrust,
compliance with
laws and
regulations
Whistleblowing
policy
Product safety,
performance and
eco-sustainability
The ESG Elements
in the Procurement
Process
Compliance
129
GRI 415: Public
Policy 2016
415-1 Political
contributions
Business Ethics and
Integrity & Product
Quality and Safety
GRI 3: Material
Topics 2021
3-3 Management
of material topics
GRI 416: Customer
Health and Safety
2016
416-1 Assessment
of the health and
safety impacts of
product and
service categories
416-2 Incidents of
non-compliance
concerning the
health and safety
impacts of
products and
services
732
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
OMISSION
REQUIREMENT(S)
OMITTED
REASON
EXPLANATION
Page
118-120
127-129
176-181
184-185
171-175
Transparency,
information and
customer training
Quality and
product
certification
Product: eco &
safety performance
targets
Management of
end-of-life tyres
Product: research,
development and
sustainability of
raw materials
GRI STANDARD/
OTHER SOURCE
DISCLOSURE
LOCATION
GRI 417: Marketing
and Labeling 2016
417-1
Requirements for
product and
service
information and
labeling
417-2 Incidents of
non-compliance
concerning
product and
service
information and
labeling
417-3 Incidents of
non-compliance
concerning
marketing
communications
Compliance
129
Compliance
129
Cybersecurity
GRI 3: Material
Topics 2021
GRI 418: Customer
Privacy 2016
3-3 Management
of material topics
418-1
Substantiated
complaints
concerning
breaches of
customer privacy
and losses of
customer data
Information and
Cyber Security
Compliance
programmes, anti-
corruption, privacy,
trade compliance,
antitrust,
compliance with
laws and
regulations
103-105
100-103
733
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
SASB CONTENT INDEX
Sustainability Accounting Standards Board (SASB) - Auto Parts
Topic
Accounting Metric
Page Number
SASB Code
Energy Management
Waste Management
Product Safety
Design for Fuel Efficiency
Materials Sourcing
Materials Efficiency
Competitive Behavior
(1) Total energy consumed, (2) percentage grid
electricity, (3) percentage renewable
(1) Total amount of waste from manufacturing,
(2) percentage hazardous, (3) percentage recycled
Number of recalls issued, total units recalled
Revenue from products designed to increase fuel
efficiency and/or reduce emissions
Description of the management of risks associated
with the use of critical materials
Percentage of products sold that are recyclable
Percentage of input materials from recycled or
remanufactured content
Total amount of monetary losses as a result of legal
proceedings associated with anti-competitive behavior
regulations
186-190
TR-AP-130a.1
202-204
TR-AP-150a.1
122-125
TR-AP-250a.1.
7-11
TR-AP-410a.1.
141-150
TR-AP-440a.1.
184-185
TR-AP-440b.1.
172
TR-AP-440b.2.
100-103
TR-AP-520a.1.
Activity Metrics
Number of parts produced
Weight of parts produced
Area of manufacturing plants
Page Number
SASB Code
NA
186
8
TR-AP-000.A
TR-AP-000.B
TR-AP-000.C
734
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
UNGC PRINCIPLES SUMMARY TABLE
Areas of the
Global Compact
Global Compact Principles
Directly Relevant
GRI Indicators
Indirectly Relevant
GRI Indicators
Principle 1 – Business should
promote and respect
internationally proclaimed
human rights in their respective
spheres of influence.
Human Rights
Disclosure 407: Freedom of
Association and Collective
Bargaining
Disclosure 408: Child Labor
Disclosure 409: Forced or
Compulsory Labor
Disclosure 410: Security
Practices
Disclosure 413: Local
Communities
Disclosure 411: Rights of
Indigenous Peoples
Disclosure 414: Supplier Social
Assessment
Disclosure 2-25: Processes to
remediate negative impacts
Principle 2 – Business should
ensure that they are not, albeit
indirectly, complicit in human
rights abuses.
Disclosure 410: Security
Practices
Disclosure 414: Supplier Social
Assessment
735
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
Areas of the
Global Compact
Global Compact Principles
Directly Relevant
GRI Indicators
Indirectly Relevant
GRI Indicators
Principle 3 – Businesses
should uphold the freedom of
association of workers and
recognise the right to collective
bargaining
Disclosure 402:
Labour/Management Relations
Disclosure 403: Occupational
Health and Safety
Disclosure 407: Freedom of
Association and Collective
Bargaining
Disclosure 410: Security
Practices
Disclosure 2-23: Policy
commitments
Disclosure 2-30: Collective
Bargaining Agreements
Labour Standards
Principle 4 – Business should
uphold the elimination of all
forms of forced and compulsory
labour.
Disclosure 409: Forced or
Compulsory Labor
Disclosure 410: Security
Practices
Principle 5 – Business should
uphold the effective elimination
of child labour.
Disclosure 408: Child Labor
Disclosure 410: Security
Practices
Principle 6 – Business should
uphold the elimination of
discrimination in respect of
employment and occupation.
Disclosure 401: Employment
Disclosure 404: Training and
Education
Disclosure 405: Diversity and
Equal Opportunity
Disclosure 406: Non-
Discrimination
Disclosure 410: Security
Practices
Disclosure 2-7: Employees
Disclosure 202: Market
Presence
Disclosure 401: Employment
Disclosure 414: Supplier Social
Assessment
Disclosure 2-30: Collective
Bargaining Agreements
736
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Pirelli & C. S.p.A. – 2023 Annual Report
Areas of the
Global Compact
Global Compact Principles
Directly Relevant
GRI Indicators
Indirectly Relevant
GRI Indicators
Disclosure 301: Materials
Disclosure 302: Energy
Disclosure 303: Water and
Effluents
Disclosure 304: Biodiversity
Disclosure 305: Emissions
Disclosure 306: Effluents and
Waste
Disclosure 307: Environmental
Compliance
Disclosure 201: Economic
Performance
Principle 7 – Businesses
should support a precautionary
approach to environmental
challenges.
Disclosure 2-23: Policy
commitments
Disclosure 201: Economic
Performance
Environment
Principle 8 – Business should
undertake initiatives to promote
greater environmental
responsibility
Principle 9 – Businesses
should encourage the
development and diffusion of
environmentally friendly
technologies.
Disclosure 301: Materials
Disclosure 302: Energy
Disclosure 303: Water and
Effluents
Disclosure 304: Biodiversity
Disclosure 305: Emissions
Disclosure 306: Effluents and
Waste
Disclosure 308: Supplier
Environmental Assessment
Disclosure 2-25: Processes to
remediate negative impacts
Disclosure 301: Materials
Disclosure 302: Energy
Disclosure 303: Water and
Effluents
Disclosure 305: Emissions
Anti-Corruption
Principle 10 – Businesses
should work against corruption
in all its forms, including
extortion and bribery.
Disclosure 205: Anti-Corruption
Disclosure 205: Anti-Corruption
Disclosure 2-23: Policy
Commitments
Disclosure 2-23: Policy
Commitments
Disclosure 2-26: Mechanism for
seeking Advice and raising
Concerns
Disclosure 2-26: Mechanism for
seeking Advice and raising
Concerns
737
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
SDGS SUMMARY TABLE
Sustainable Development
Goals (SDGs)
Paragraphs describing the Group’s activities in support of the SDGs and
relevant targets (from Sustainability Plan 2025-2030)
1 - No Poverty
Company initiatives for the external community (Social Solidarity pp. 301-302)
2 - Zero Hunger
Company initiatives for the external community (Social Solidarity pp. 301-302)
Welfare and initiatives for the internal community (pp. 263-266)
Occupational health, safety and hygiene (pp. 270-282)
3 - Good Health and Well-
being
Company initiatives for the external community (Road Safety pp. 297-299, Sport and
Inclusion pp. 300-301, Social Solidarity pp. 301-302, Health pp. 302-303)
Target:
Accident Frequency Index: ~1 by 2025
Training (pp. 255- 261)
Company initiatives for the external community (Training pp. 299-300, Culture and
Social Value pp. 304)
4 - Quality Education
Target:
Training: training on Diversity, Equity and Inclusion and Human Rights
5 - Gender Equality
Diversity, equity and inclusion (pp. 240-250)
Water Management (pp. 198-201)
6 - Clean Water and
Sanitation
Target:
7 - Affordable and Clean
Energy
Specific water withdrawal: -43% by 2025 compared to 2015
Joining the task force on climate-related financial disclosures (TCFD) and TCFD
reporting (pp. 154-159)
Energy Management (pp. 186-190)
Management of greenhouse gas emissions and climate transition plan (pp. 190-197)
Targets:
Specific Energy Consumption: -10% by 2025 compared to 2019
Renewable Electricity purchased at Group level: 100% by 2025
Group Carbon Neutrality by 2030
8 - Decent Work and
Economic Growth
Our suppliers (pp. 130-150)
Internal Community (pp. 226- 282)
738
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Pirelli & C. S.p.A. – 2023 Annual Report
Sustainable Development
Goals (SDGs)
Paragraphs describing the Group’s activities in support of the SDGs and
relevant targets (from Sustainability Plan 2025-2030)
Company initiatives for the external community (Training pp. 299-300)
9 - Industry, Innovation
and Infrastructure
Target:
For new product segments, by 2025: > 40% renewable materials, > 8% recycled
materials and < 40% fossil-based materials; by 2030: > 60% renewable materials,
> 12% recycled materials and < 30% fossil-based materials
10 - Reduced Inequalities
Diversity, Equity and Inclusion (pp. 240-250)
Main international commitments for sustainability (WBCSD pp. 292-294)
Company initiatives for the external community (Road Safety pp. 297-299, Social
Solidarity pp. 301-302)
Target:
Absolute CO2 Emissions: -42% by 2025 compared to 2015
11 - Sustainable Cities and
Communities
Group Carbon Neutrality by 2030
Eco & Safety Performance Revenues: > 66% on total car tyres revenues e > 71%
on High Value revenues by 2025
Raw Materials Suppliers Absolute CO2 Emissions: -9% by 2025 compared to 2018
Evolution of the total product range, by 2025:
o more than 70% of new products will be in Rolling Resistance Class A/B;
o more than 90% of new products will be in Wet Grip Class A/B.
Joining the task force on climate-related financial disclosures (TCFD) And TCFD
reporting (pp. 154-159)
Energy Management (pp. 186-190)
Management of greenhouse gas emissions and climate transition plan (pp. 190-197)
Water Management (pp. 198-201)
Waste management (pp. 202-204)
Company initiatives for the external community (Environmental Initiatives pp. 303-304)
12 - Responsible
Consumption and
Production
Targets:
Specific Energy Consumption: -10% by 2025 compared to 2019
Absolute CO2 Emissions: -42% by 2025 compared to 2015
Renewable Electricity purchased at Group level: 100% by 2025
Group Carbon Neutrality by 2030
Water Specific Withdrawal: -43% by 2025 compared to 2015
Waste Recovery: ≥ 98% by 2025
739
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
Sustainable Development
Goals (SDGs)
Paragraphs describing the Group’s activities in support of the SDGs and
relevant targets (from Sustainability Plan 2025-2030)
CDP Supply Chain (pp. 146)
Joining the task force on climate-related financial disclosures (TCFD) and TCFD
reporting (pp. 154-159)
Management of greenhouse gas emissions and climate transition plan (pp. 190-197)
Main international commitments for sustainability (International Commitments against
Climate Change pp. 295-296)
Targets:
13 - Climate Action
Specific Energy Consumption: -10% by 2025 compared to 2019
Absolute CO2 Emissions: -42% by 2025 compared to 2015
Renewable Electricity purchased at Group level: 100% by 2025
Group Carbon Neutrality by 2030
Eco & Safety Performance Revenues: > 66% on total car tyres revenues e > 71%
on High Value revenues by 2025
Evolution of the total product range, by 2025:
o more than 70% of new products will be in Rolling Resistance Class A/B ;
o more than 90% of new products will be in Wet Grip Class A/B;
14 - Life below Water
Water Management (pp. 198-201)
15- Life on Land
16- Peace, Justice and
Strong Institutions
17 - Partnerships for the
Goals
Sustainability of the natural rubber supply chain (pp. 141-144)
Company initiatives for the external community (Environmental Initiatives pp. 303-304)
Compliance programmes, anti-corruption, privacy, trade compliance,
Antitrust, compliance with laws and regulations (pp. 100-103)
Sustainability of the natural rubber supply chain (pp. 141-144)
Main international commitments for sustainability (WBCSD pp. 292-294)
Company initiatives for the external community (Road Safety pp. 297-299)
740
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Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
CORRELATION TABLE WITH TOPICS LISTED IN ART. 2, D. LGS 254/2016
Topics from D. Lgs 254/2016
Reference Paragraph
Page number
Use of Energy Resources
(from renewables and non-
renewables)
Risks Related To Environmental Issues
Energy Management
Use of Water Resources
Greenhouse Gas Emissions
and Air-Polluting Emissions
Health and Safety
Risks Related To Environmental Issues
Emerging risks related to climate change and water
stress
Water Management
Emerging risks related to climate change and water
stress
Joining the Task Force on Climate-Related Financial
Disclosures (TCFD)
Management Of Greenhouse Gas Emissions and
Carbon Action Plan
Solvents
NOx Emissions
Other Emissions and Environmental Aspects
Employee Health and Safety Risks
Occupational Health, Safety and Hygiene
Risks associated with Human Resources
Training and Development
Development
Training
51, 186-190
51, 56-58,
198-201
56-58, 154-
159, 190-197,
205, 205-206,
206-207
52, 270-282
52, 253-254,
255-261
Welfare
Welfare and Initiatives for the Internal Community
263-266
Dialogue with Employees
Actions for Gender Equality
Litigation Risks
Listening & Engagement
Industrial Relations
Diversity, Equity and Inclusion
Diversity Policies
Respect for Human Rights:
Measures Taken and
Prevention
Risks relative to Social and Environmental
Responsibility, and Business Ethics
Respect for Human Rights
Diversity, Equity and Inclusion
e
c
n
a
n
r
e
v
o
G
s
t
c
e
p
s
A
Fight against Active and
Passive Corruption
Risks Relative to Social and Environmental
Responsibility and Business Ethics
Compliance programmes, anti-corruption, privacy,
trade compliance, antitrust, compliance with laws
and regulations
52, 261-263,
266-270
240-250, 343
55-56, 226-
233, 240-250
55-56, 100-
103
741
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
742
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Pirelli & C. S.p.A. – 2023 Annual Report
743
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Certifications
744
Certifications
Pirelli & C. S.p.A. – 2023 Annual Report
745
Pirelli & C. S.p.A. – 2023 Annual Report
Certifications
746
PIRELLI & C. Società per Azioni (Joint Stock Company)
Milan Office, Viale Piero e Alberto Pirelli n. 25
Share Capital Euro 1,904,347,935.66 fully paid in
Register of Companies of Milan No. 00860340157
REA (Economic Administrative Index) No. 1055