prescriptions to protect a strategic asset – Corriere.it

The Italian government has decided to use the golden power, provided for by law 56/2012, for Pirelli, thus limiting the range of action of the Chinese shareholders. The government, in the meeting of the Council of Ministers of June 15, 2023, on the proposal of the Ministry of Enterprise and Made in Italy, ordered the exercise of the special ‘golden power’ powers on the transaction notified by China National Tire and Rubber Corporation, Ltd., concerning the shareholders’ agreement on the governance of the company Pirelli & CSpA, reads the note from Palazzo Chigi. In recent days, the Made in Italy minister, Adolfo Urso, speaking of the dossier, had defined it as an issue that concerns national security, implicitly implying that there was the possibility that the government might decide to intervene.

With the new pact that came into force on May 19, but frozen pending the government’s pronouncement, the Italian shareholders Mtp (Marco Tronchetti Provera) and Camfin (14% of Pirelli) will lose one director, going from 4 to 3, while they will gain one is the Chinese shareholder Cnrc, a company of the ChemChina/Sinochem group (37% through the vehicle Marco Polo), rising from 8 to 9. Furthermore Marco Tronchetti Provera will only be executive vice president and no longer managing director, having exercised, with the indication of Giorgio Bruno, the succession envisaged in the previous agreements.

What does the golden power provide

The government’s decision, in compliance with the principle of proportionality, provides for specific provisions for the protection of the strategic asset consisting of cyber sensors that can be implanted in tyres. These sensors are able to collect vehicle data concerning, among other things, road conditions, geolocation and the state of the infrastructures. The improper use of this technology can lead to considerable risks not only for the confidentiality of user data, but also for the possible transfer of information relevant to security, says Palazzo Chigi. The government prescriptions are intended to create a network of measures that protect: the independence of Pirelli & CSpA and its management; the safety of procedures; the protection of information of strategic importance; the know-how possessed by the company, continues the note. The decision, in addition to confirming the commitments undertaken by China National Tire and Rubber Corporation, Ltd., provides Pirelli with a series of tools for the protection of the strategic asset, including a strategic industrial security clearance which provides for accessibility limits to information. The Pirelli company will also set up an autonomous organizational unit for safety. For some strategic decisions of the board, the government requirements also require a vote of at least 4/5 of the board of directors. The implementation of the prescriptions will be monitored by the competent ministry, concludes the government.

The audition with Tronchetti Provera

In recent days, the coordination committee for the golden power of the Prime Minister’s Office heard Tronchetti Provera (as number one of Camfin, the first Italian shareholder of Bicocca), assisted by the jurist Andrea Zoppini and by the Chiomenti law firm, and a group of Pirelli managers led by the general manager of operations, Andrea Casalucci and accompanied by Legance’s lawyers, to get an overview of what is happening.