Prysmian Group 2015 Sustainability Report

Prysmian Group – 2015 Sustainability Report

Group ID Card

________________________________________________________________________________________________

Governance

Effective and efficient, to create sustainable value over time and give rise to a virtuous spiral centred

on business integrity.

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

strategic objectives and creating sustainable value over the long term. The system must ensure that

governance is effective, with respect for the institutions and the rules, efficient, with respect for the principles

of cost saving, and proper in relation to all parties involved in the life of the Group.

With a view to sparking this virtuous spiral, the Group strives to ensure that the system of governance is

aligned constantly with the relevant recommendations and regulations, and complies with domestic and

international best practices. In addition, the Group has adopted principles, rules and procedures that govern

and guide the activities of all organisational and operational units, as well as guarantee that all operations

are carried out in an effective and transparent manner.

With a view to constantly improving the system of corporate governance, Prysmian took various additional

steps during 2015 to implement the recommendations contained in the Corporate Governance Code for

Listed Companies, adopted by the Group, and strengthen the principles of transparency and integrity

applied.

The structure of corporate governance within the Group is founded on the core role of the Board of Directors

- as the most senior body appointed to manage the Company in the interests of shareholders - in providing

strategic direction, guaranteeing the transparency of decision-making processes and establishing an

effective system of internal controls and risk management that encompasses the decisions made with

internal and/or external effects. The traditional model of governance and control adopted by Prysmian

involves the presence of a Shareholders' Meeting, a Board of Directors and a Board of Statutory Auditors.

The Group's Board of Directors, appointed at the Shareholders' Meeting held on 16 April 2015, comprises

eleven directors, eight men and three women, three aged between 30 and 50 and eight who are over 50

years of age. Additionally, seven directors are considered independent pursuant to the Consolidated Finance

Law (T.U.F.).

Further information on the system of corporate governance of Prysmian S.p.A., and on the ownership

structure, can be found in the “Report on Corporate Governance and the Ownership Structure” available on

the Company's website

Governance of Sustainability

The Corporate Governance Committee of Borsa Italiana approved certain changes to the details of the

Corporate Governance Code for Listed Companies in July 2015. In particular, the new version of the Code

indicates the principles to be followed in the area of Social Responsibility, and the actions to be taken to

guarantee the transparency and legality of business processes.

Reflecting the importance of sustainability matters in the management of business processes and accepting

the invitation to formalise the approach taken to them contained in the Corporate Governance Code for

Listed Companies, the Board of Directors has tasked the Remuneration and Appointments Committee with