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1、2023Integrated Annual ReportCONNECT TO LEADThe planets pathwaysDisclaimerThis document contains forward-looking statements,specifically in the section entitled and Business outlook,that relate to future events and the operating,economic and financial results of Prysmian.By their nature,forward-looki

2、ng statements involve risk and uncertainty because they depend on the occurrence of future events and circumstances.Actual results may diverge even significantly from those announced in forward-looking statements due to a variety of factors.Connect,to lead represents the essence of Prysmians mission

3、 and strategic vision.We want to connect the world and together lead the energy transition and digital transformation.We want to push ourselves further and further.Beyond the boundaries of innovation,developing sustainable technologies and solutions in tune with the evolving dynamics of the market.T

4、o be the leaders.To be a driving force behind the transformation2Prysmian-Relazione Annuale Integrata 2023IndexLetter from the CEO 7A.INTEGRATED ANNUAL REPORT 91.Introduction:Prysmian approach to the integrated report 92.Highlights 10Keyfinancial,operatingandESGperformancedata103.Prysmian:Connect,to

5、 lead 12Globalleadership12TheDNAofPrysmian:mission,visionandvaluesoftheGroup14Favorablemarketdevelopment:4macro-trends15Prysmianscompetitiveadvantages16Preparedforthefuture17ThepillarsofthePrysmiansstrategy18Prysmiansbusinessmodel204.Prysmian:Sustain,to lead 22Prysmiansapproachtosustainability:amode

6、lbasedonfourpillars22PrysmianscommitmenttosustainabledevelopmentandtheachievementoftheUNSDGs235.Prysmians two ambitions:Climate Change and Social Ambition 25ClimateChangeAmbition25SocialAmbition266.The sustainability scorecard 277.An international network 30PrysmianinESGindices30Proactiveroleintrade

7、associationsandorganizations328.Corporate governance 34Directorsandauditors34Governanceandcorporatestructure34Organizationchart40Ownershipstructure42Shareholdersmeeting459.Businessenvironmentandfinancialmarkets47Macroeconomicenvironment47Financialmarketperformance4810.Significanteventsduringtheyear5

8、011.Group performance and results 60 Financialperformance60ReviewofProjectsoperatingsegment62ReviewofEnergyoperatingsegment63ReviewofTelecomoperatingsegment66Resultsbygeographicalarea67Groupstatementoffinancialposition68Alternativeperformanceindicators723A.Relazione sulla gestione12.Risk factors 76P

9、rysmianRiskModel76Riskassessmentcriteria78Strategicrisks79Financialrisks80Operationalrisks83Legalandcompliancerisks85Planningandreportingrisks8513.Other information 8614.Business outlook 8715.CertificationpursuanttoArt.2.6.2.oftheregulationofmarketsorganized and managed by Borsa italiana S.p.A.8716.

10、Consolidatednon-financialstatement88Introduction88Stakeholderengagementandmaterialityanalysis89Prysmiansimpactmateriality91Dialogue with Prysmians stakeholders 93Sustainability week 942023 Sustainability Call for Ideas Project 94PrysmiansFinancialMateriality101Ethicsandintegrity106Business ethics an

11、d integrity:the pillars of sustainability 106Prysmians tax strategy 110Cybersecurity 120Environmentalresponsibility123Environmental performance of Prysmian 124Environmental investments 125Environmental data reporting 127People,Prysmianshumancapital140Composition of human capital 142Training and deve

12、lopment 152Remuneration policy and welfare plans 155Respect for Human Rights 159Health and safety in the workplace 161 Sustainablevaluechain166Prysmians supply chain 167Logistics and transportation 174Prysmians Customers.The Customer Excellence approach 176Positive impact on communities 178Sustainab

13、le innovation for products,applications and processes 180The pillars of innovation and the Innovation Steering Committee 182Introduction of New Products 193Group Investment for a sustainable future 195Intellectual Property 197Methodology200Calculation of GHG emissions 201Calculation of Scope 3 GHG e

14、missions 202 GRIContentIndex20817.SASB e TCFD 213 SASBIndex213TCFDcorrelationtable214AnnexestotheConsolidatedNon-FinancialStatement21418.EU Taxonomy 222Theprocessfordeterminingeligibility222 Theprocessfordeterminingalignment223CriteriaforthecalculationofKPIsandbackgroundinformation229Commentaryonper

15、formancetrendandfuturedevelopment23119.Auditreportonnon-financialdisclosure239 4Prysmian-Relazione Annuale Integrata 2023B.CONSOLIDATED FINANCIAL STATEMENTS 2431.Consolidatedfinancialstatements243 2.Explanatory Notes 247 3.3.CertificationoftheConsolidatedFinancialStatementspursuant to Art.81-ter of

16、CONSOB Regulation 11971 dated 14 May 1999 as amended 3434.Auditors Report 344C.PARENT COMPANY FINANCIAL STATEMENTS 3511.Directors report 351 2.Financial statements 359 3.Explanatory notes 363 4.Certificationoftheseparatefinancialstatementspursuant to Art.81-ter of CONSOB regulation 11971 dated 14 ma

17、y 1999 as amended 4165.Auditors Report 4186.Report of the Board of Statutory Auditors 4237The year 2023 was an extraordinary year for our Company,as we continued with the positive results achieved during the previous year.Despite a challenging economic environment-characterized by a still fragile ma

18、croeconomic and market scenario-we have confirmed our position as market leader through a comprehensive and balanced portfolio that is well exposed to structural trends and great resilience.Once again Prysmian ended 2023 with excellent performance,ensu-ring a creation of value for all our stakeholde

19、rs.By carefully understanding the market dynamics,we expe-rienced solid margin expansion and strong cash genera-tion.The revenue figure proves to be essentially stable at 15,354M with significant growth in the Projects business(organic growth+15.3%),supported by solid execution of in-terconnection a

20、nd offshore wind farm projects,as well as projects with better profitability in the backlog.We closed the year with a record backlog of about 18 billion.The results in terms of profitability were significant,with a major increase in Adj EBITDA growing to 1,628M(+9.4%vs 2022).Margins also improved to

21、 10.6%(9.3%in 2022),in addi-tion to an increase in net profit to 547M(+7.5%vs.2022).Cash generation remains a key factor in our success,with Free Cash Flow at 724M(+29.5%vs.2022).The soundness of the financial structure enables us to sustain with balance the sizeable investments to support growth,to

22、 make our leadership even more solid and to seize the opportunities offered by the market.No less important has been our commitment to ESG performance.Prysmian recognizes that sustainability is an essential element in creating value for all our stakeholders.We have further revised our decarbonizatio

23、n plan upward to contribute even more proactively to the fight against climate change.We continue to drive innovation in the cable industry by developing products that have a lower environmental impact and that can support our customers in their decarbonization goals.Significant improvements have al

24、so been recorded in the goals of inclusiveness and focus on people.The re-sults of initiatives implemented by Prysmian in recent years have enabled the company to intensify its efforts to antici-pate achieving some of the targets set for 2030 as early as 2027,such as the KPI on gender equality.I am

25、also proud to note that 46%of our employees,including blue collars,are shareholders in the group,an important lever for the future success of the company,as well as a source of great pride.In conclusion,I would like to express my gratitude for having had the honor of leading this company for almost

26、two decades.I am extremely pleased with the milestones we have achieved together,supported by a competent and well-established management team and talented colleagues,without whom Prysmian would not be what it is today:a world leader in the cable industry.With confidence I place the helm in the hand

27、s of Massimo Battaini,who has been part of the team since the beginning of this great project and has played a key role in the most important moments for the Group.It is,therefore,a source of pride for me to complete my term,handing over to my successors a solid company with a clear vision for its f

28、uture.It is a story that,starting tomorrow,I will support from a different position,but with the same closeness.Valerio BattistaChief Executive Officer,Prysmian Letter from the CEOPrysmian-Integrated Annual Report 20238A9A.Directors reportINTEGRATED ANNUAL REPORT1.Introduction:Prysmian approach to t

29、he integrated reportPrysmian presents its annual financial report in the“integrated”form as a tool for integrated reporting of financial and non-financial data,serving as additional proof of the Groups daily commitment to integrating sustainability within its business strategies and its role as an e

30、nabler of the energy transition and digitalization process.In an integrated manner,the Report explains the Groups ability to create both financial and non-financial value over time,in the context and markets in which it operates.The Integrated Annual Report,approved by the Board of Directors on 28 F

31、ebruary 2024,consists of the Directors Report(integrated with both financial information and the Non-Financial Declaration,including also the EU Taxonomy disclosures required by Regulation(EU)2020/852),the Consolidated Financial Statements and the Parent Company Annual Report of Prysmian S.p.A.The d

32、ecision to integrate financial and non-financial data into a single report is in accordance with the provisions of Art.5(3)(a)of Italian Legislative Decree 254/2016.The Group presents the Consolidated Non-Financial Statement in a specific section of the Directors Report.The Consolidated Non-Financia

33、l Statement was approved by the Board of Directors on 28 February 2024.The document is subjected to a limited review by an auditing firm,EY S.p.A.,in accordance with the International Standard on Assurance Engagements(ISAE 3000 Revised).The Parent Company Financial Statements and the Consolidated Fi

34、nancial Statements have been prepared in accordance with IAS/IFRS international accounting standards.The expanded,holistic reporting encompasses strategy,governance,production activities,financial performance and interactions with the social,environmental and economic context.This revolution in corp

35、orate reporting reflects the adoption of an innovative cultural approach.For Prysmian,combining the Non-Financial Statement with the Annual Report means explaining,in a coherent,rigorous and yet engaging manner why sustainability is central to the Groups business.This method of reporting makes it po

36、ssible to explain how Prysmian has become a leader in the worldwide ecological transition process a sustainability enabler by describing our history,performance,innovations and projects that,at a global level,allow the transportation of clean energy and deliver connectivity with state-of-the-art sol

37、utions.In addition to the Integrated Annual Report,Prysmian has voluntarily decided to publish separately a Sustainability Report,supplementing the contents of the Non-Financial Statement,and which has undergone assurance by auditors EY S.p.A.The documentation published for 2023 on sustainability ma

38、tters also includes:the 2023 TCFD Report,dedicated to information about the management of climate change risks in accordance with TCFD(Taskforce on Climate-related Financial Disclosures)recommendations;the 2023 GHG Statement,dedicated to calculation of the CO2 emissions generated by Prysmian and its

39、 entire value chain;the 2023 SASB Report,providing information in compliance with Sustainability Accounting Standards Board(SASB)framework.European Single Electronic Format(ESEF)fulfillments This document is prepared in PDF format and is a supplementary version to the official version that complies

40、with the provisions of Delegated Regulation(EU)2019/815 of the European Commission(European Single Electronic Format ESEF Regulation)and is available on the Companys website as well as at the authorized storage mechanism called“eMarket STORAGE”1.1 10Prysmian-Integrated Annual Report 20232.Highlights

41、Key financial,operating and ESG performance dataAll percentages contained in this report pertaining to financial data have been calculated with reference to amounts expressed in thousands of Euro.(Euro/million)20232022%Change2021Sales15,354 16,067-4.4%12,736 Adjusted EBITDA before share of net profi

42、t/(loss)of equity-accounted companies1,595 1,442 10.6%958 Adjusted EBITDA(1)1,628 1,488 9.4%976 EBITDA(2)1,485 1,387 7.1%927 Adjusted operating income(3)1,270 1,119 13.5%647 Operating income 860 849 1.3%572 Profit/(loss)before taxes764 739 3.4%476 Net profit/(loss)547 509 7.5%310(Euro/million)31.12.

43、202331.12.2022Change31.12.2021Net invested capital5,493 5,517(24)5,295 Employee benefit obligations333 329 4 446 Equity3,972 3,771 201 3,089 -of which attributable to non-controlling interests191 186 5 174 Net financial debt1,188 1,417(229)1,760(Euro/million)20232022%Change2021Net capital expenditur

44、e(4)624 452 38.1%275 Employees(at period-end)30,088 30,185-0.3%29,763 Earnings/(loss)per share -basic1.94 1.91 1.17 -diluted1.84 1.90 1.17 Number of patents(5)5,460 5,760 5,539 Number of plants108 108 108(1)Adjusted EBITDA is defined as EBITDA before income and expense for business reorganisation,no

45、n-recurring items and other non-operating income and expense.(2)EBITDA is defined as earnings/(loss)for the year,before the fair value change in derivatives on commodities and in other fair value items,amortisation,depreciation and impairment,finance costs and income,dividends from other companies a

46、nd taxes.(3)Adjusted operating income is defined as operating income before income and expense for business reorganisation,non-recurring items and other non-operating income and expense,and before the fair value change in derivatives on commodities and in other fair value items.(4)Net capital expend

47、iture reflects cash flows from disposals of Assets held for sale and from disposals and additions of Property,plant and equipment and Intangible assets not acquired under specific financing arrangements,meaning that additions of leased assets are excluded.(5)These are the total number of patents,com

48、prising patents granted plus patent applications pending worldwide.11A.Directors reportSeveral of the ESG performance objectives achieved by Prysmian in 2023 are particularly meaningful when discussing the creation of value shared with stakeholders.Some of these indicators are also included in the s

49、hort-and long-term incentive schemes.These will be discussed in detail in the relevant sections of the Consolidated Non-Financial Statement.A summary is presented below:20232022%Change2021Emissions of tCO-Scope 1 and Scope 2 Market Based(1)616,059 665,104-7%706,969 Percentage of Scope 1 and Scope 2

50、CO reduction vs 2019 baseline(2)-33%-28%-5%-22%Percentage reduction of Scope 3 emissions vs 2019 baseline-10.0%-7.5%-2.5%Share of recycled content on PE jackets and copper(3)12.7%10.0%2.7%Percentage of women executives (job grade 20)(4)18.8%15.7%3.1%13.5%Percentage of Desk Workers women hired(5)46.0

51、%44.9%1.1%39.0%Leadership Impact Index(LI)(6)57%55%2%54%Safety Assessment Plan(7)3.4Share of revenue linked to Sustainable Products(8)37%30%7%(1)Scope 1 emissions are defined as the organisations direct emissions,being those generated by resources under its direct control.Reported Scope 1 emissions

52、derive from combustion processes(using natural gas,LPG,petrol,diesel,fuel oil,marine diesel),leaks of refrigerant gases(HFC,PFC)and SF6 gas leakage.Scope 2 emissions are those indirect emissions of the organisation that derive from its direct consumption excluding generation activities.These include

53、 purchased electricity,district heating and steam.With regard to Scope 2 emissions,Market-based is a method of quantification based on the CO emissions of the energy suppliers from which the organisation purchases an electricity bundle under a contract.(2)Percentage of reduction in CO2 emissions(Sco

54、pe1 and 2)compared to the year 2019,according to SBTi methodology.Scope 2 is calculated using the Market-based method.(3)Percentage by weight of recycled content of certain purchased materials.The scope of the indicator includes:1)copper purchased at Group level,excluding occasional suppliers and se

55、mi-finished products;2)polyethylene used for sheathing,excluding those applications for which customers do not allow the use of secondary materials.(4)Share of women in executive positions(job grade 20 and above)as a percentage of total executive employees.The number of employees is the headcount as

56、 at 31 December 2023,including all permanent contract and temporary ones.The KPI shows the ability of the Group to develop internal figures to take on leadership roles,its capability to hire them from the market and its ability to retain those talents.(5)Share of women desk workers hired with perman

57、ent contract compared to the total employees hired with permanent contract.The index includes all desk workers hired abroad(including global recruiting programs and projects)and all change of contracts from agency/temporary to permanent.(6)Index calculated as the percentage of employees who declared

58、 a level of engagement with the company of at least five out of seven points in the Speak Up survey conducted by the company.The indices and the survey were developed in collaboration with POLIMl University in order to ensure their quality and anonymity.(7)Index relating to the level of maturity in

59、the safety management of the Groups various plants,calculated following an Audit conducted by a specialized third-party company.The index consists of four different categories(governance,employee engagement,risk assessment and injury frequency rate).At the end of the assessment,an overall score is g

60、iven on a scale of 1(lowest)to 5(highest).(8)Portion of revenues from sustainable products.With the aim of making the Groups approach more organic and due to the progress made in developing sustainable products and solutions in all Regions,the company has decided to eliminate the division between Eu

61、rope and the rest of the world in the calculation of this KPI,as already shown during the Capital Markets Day held in October 2023.12Prysmian-Integrated Annual Report 20233.Prysmian:Connect,to leadGlobal leadershipWith a direct presence in more than 50 countries around the world,108 factories,26 R&D

62、 centers and over 30,000 employees,Prysmian is a global leader in cable systems for energy and telecommunications.The Group HQ in Milan,Italy,employing around 800 persons,is supported by regional headquarters in North America,South America,EMEA(Europa,Middle East and Africa)and APAC.Prysmian was est

63、ablished in 2005 following acquisition of the Energy Cables and Systems and Telecom Cables and Systems businesses of Pirelli by the Goldman Sachs group.The Company was listed on 3 May 2007,with the market placement of 46%of the shares held by the Goldman Sachs group and joined the main FTSE MIB inde

64、x in the following September.Prysmian is one of the few Italian industries with global reach to achieve public company status.It is a company whose shares are held by international institutional investors,in which the creation of shareholder value is a key factor when making strategic decisions at a

65、ll levels.CanadaOshawaPrescottSaguenay QC-LapointeSt.JeromeSt.MauriceUSAAbbevilleBridgewaterClaremontDu QuoinIndianapolisJacksonLawrenceburgLexingtonLincolnManchesterMarionMarshallNorth DightonParagouldRocky MountainSchuylkill HavenSedaliaWilliamsportWillimanticArgentinaLa RosaBrazileJoinville Poos

66、de CaldasSorocaba EdenSorocaba Fiber Vila VelhaCileSantiagoColombiaBogotCosta RicaHerediaMessicoDurangoNogalesPiedras NegrasTetlaNorth America 24 plantsLatin America 13 plants+50 countries108 plants13A.Directors reportAngolaLuandaCzech RepublicVelk MezircEstoniaKeilaFinlandOuluPikkalaFranceAmfrevill

67、e CalaisCharvieuChavanozCornimontDouvrinGronMontereauParon Sainte Genevive GermanyBaesweiler(Cologne)BerlinoNeustadtNordenham PlantNorimbergaSchwerinWuppertalHungaryBalassagyarmatKistelekItalyArco Felice BattipagliaGiovinazzoLivorno Merlino Pignataro Maggiore QuattordioIvory CoastAbidjanNorwayDramme

68、nOmanAl Khuwayriyyah(Sohar)-OAPILFactory2 Rusayl(Muscat)-OCIPortugalMorelenaRomaniaMilcovSlatinaRussiaRybinskSlovakiaPreovSpainAbreraSanta PerpetuaSantanderVilanovaSwedenNssjThe NetherlandsDelftEindhovenEmmenNieuw BergenTunisiaGrombaliaMenzel BouzelfaTurkeyMudanyaUKAberdareBishopstokeWashingtonWrexh

69、amAustraliaDee WhyLiverpoolChinaHaixun DEPShangaiSuzhouTianjinYixingZhongyao DEPIndiaChiplunIndonesiaCikampekMalaysiaMelakaNew Zealand New LynnPhilippinesCebuThailandRayongAPAC 15 plantsEMEA 56 plants26 R&Dcentersaround30,000 employees5cable-laying ships14Prysmian-Integrated Annual Report 2023The DN

70、A of Prysmian:mission,vision and values of the GroupOver the last two years,the world has faced complex and interlinked political,economic and social crises,such as the wars in Ukraine and the Middle East,the isolation of China,the slowdown in global growth and high rates of inflation,not to mention

71、 extreme climate events.These circumstances generated challenges associated with energy and food supply,scarcity of raw materials and the strategic role of cyber security,which have prompted businesses to adopt increasingly flexible and resilient business models.In a volatile,uncertain,complex and a

72、mbiguous world,it is therefore essential to understand the direction of changes to turn them into opportunities for growth,while also maintaining the steadfast pillars of the companys DNA.Indeed,Prysmians actions are underpinned by its mission “To offer our customers worldwide cables and solutions f

73、or the transport of energy and telecommunications,using state-of-the-art technological solutions,”its vision “We believe in the efficient,effective and sustainable supply of energy and data as the main driver for community development”,and its values:Drive Our objective is to guide the evolution of

74、our industry:we develop our human capital and our business,by following a clear strategy while anticipating customer needs.SimplicityOur challenge is to simplify all that we can,focusing on activities that generate high value and timely decisions that enhance the Groups results.TrustWe aim to create

75、 an environment that inspires trust,where diversity and collaboration are valued,and people are empowered to make decisions with integrity.SUSTAIN TO LEADLEADING ENERGY TRANSITION AND DIGITAL TRANSFORMATION 2023Cables maker2027Global cable solutions providerCONNECT TO LEAD15A.Directors reportFavorab

76、le market development:4 macro-trendsRisks arising from the recent instability in the global socioeconomic and geopolitical landscape are not the only ones with which the Group will have to deal.Indeed,at industry level,2023 confirmed the emergence of four global trends that Prysmian will need to tak

77、e into account in the near future,to then aim to turn them into major development opportunities:1.Growth of renewables(Energy transition):70%by 2050By 2050,electricity generated from renewable sources will account for 70%of total electricity on a global scale,more than double todays 30%.2.Electrific

78、ation:+30%electricity consumption by 2030 Population growth and the resulting increase in telecommunications infrastructure are some of the drivers that will increase electricity consumption by 30%by 2030.3.Enhancement of energy networks:3x annual investment in grids by 2050To support the energy tra

79、nsition,massive capital expenditure will be needed in strengthening the grid with the goal of making it capable of handling increased energy demand.4.Digital transformation:2.5x sites and towers connected with fiber by 2030Concurrent with the growth in energy demand,there will also be an exponential

80、 increase in data consumption.The development of new technologies is fostering innovative new solutions(2x IoT devices by 2030),which will require increasingly fast and accessible connectivity at a lower cost.To support this transition,investments in data centers valued at USD 330 billion are planne

81、d between 2022 and 2030.Each of these trends shows strong convergence and interdependence between energy and digitalization.Just think of the case of data centers or 5G towers,where suppliers,distribution channels,customers and value chains all intersect.Cutting across these four trends,the increasi

82、ng focus of customers,investors and partners throughout the value chain on all aspects of sustainability is another element of market renewal,as well as a significant opportunity for Prysmian.As an enabler of the global green transition and digitalization,the so-called“twin transition”,Prysmian supp

83、orts the achievement of the goals of the European Green Deal by implementing its sustainable strategy.This complex transition process requires the modernization,in the industrial realm,of production processes through the development of new solutions that help society as a whole become more sustainab

84、le.To this end,technology and the smart use of data play a strategic role,which still has great untapped potential.Together,digitalization and the energy transition can have a positive impact by making technology,data resources and infrastructure greener,while also accelerating sustainability throug

85、hout the organization.16Prysmian-Integrated Annual Report 2023Prysmians competitive advantagesIn order to face the continual complex changes described,Prysmian can count on a solid business model based on the following strategic pillars:DiversificationA broad product portfolio and geographically div

86、ersified coverage to exploit the convergence of Energy and Digitalization and reduce the cyclic nature of Prysmians various businesses.Decentralized supply chainA decentralized supply chain capable of creating customized solutions to establish itself as a leader even in years of major geopolitical c

87、hange.Technological excellenceInnovative solutions and highly skilled human capital to support Prysmians positioning as a market leader and develop products with a lower environmental impact.Aggregation hub Ability to successfully conclude acquisitions and integrations,for significant cost and reven

88、ue synergies.17A.Directors reportPrepared for the futureLeveraging these robust competitive advantages,on 5 October 2023 at the companys first Capital Markets Day Prysmian announced its new strategic plan to 2027,based on which the company aims to:Consolidate its leadership in core sectors(e.g.,inte

89、rconnections,network enhancement,FTTx)with structural and long-term growth,including through targeted investments in production capacity and strategic assets.Strengthen its intimacy with customers to identify technological innovation needs early,including through greater emphasis on offering turnkey

90、 services.Leverage the groups unique expertise developed over decades,and the breadth of the product portfolio and markets in which Prysmian operates,to offer distinctive solutions in a timely manner.Selectively expand the portfolio with M&A aimed at filling niches that are currently uncovered wheth

91、er geographically or in terms of product especially in high-growth and innovative sectors.Be a pioneer in technological innovation both in sectors where Prysmian is already the recognized leader and in rapidly expanding sectors where there is greater room for growth,such as Solar,Wind,EV Charging,Da

92、ta Centers and 5G.18Prysmian-Integrated Annual Report 2023The pillars of the Prysmians strategyPrysmians strategy is to capitalize on its leadership positions and to conquer new markets experiencing growth in order to become a global cabling systems supplier capable of driving the energy transition

93、and the digital transformation.The cable industry is increasingly strategic due to long-term structural market trends that demand resilient,high-performance,sustainable and innovative cable systems.In this context,and based on the results achieved so far,the Groups strategy comprises four pillars:In

94、vestments supporting organic growth,underpinned by strong cash genera-tion.This implies that the Company will continue to invest in expanding its capacity and enhancing its ability to serve customers and keep up with growth in demand.The Groups finan-cial strength was recently confirmed with Standar

95、d&Poors recognition of its public rating of“Investment Grade”(BBB-).In order to support this growth,CapEx will double from Euro 310 million to Euro 540 million over the next 5 years.New approach to innovation,which consists of improving electrical perfor-mance,and focuses on the transition to more s

96、ustainable cable solutions that contribute to the decarbonization of the economy.Self-financed capacity expansion Balanced and innovative portfolio19A.Directors reportPrysmian recognizes and appreciates the significance of its workforce,be-lieving it to be a fundamental pillar of the Companys succes

97、s.Therefore,the Group invests heavily in promoting creativity and collaboration among employees and developing their skills,driving their engagement,facilitating digital inclusion and fostering diversity and peoples sense of inclusion.The Groups structure will evolve from the current three to four n

98、ew business segments starting from 2024,accu-rately reflecting the four market trends identified(Transmission,Power Grid,Electrification and Digital Solutions).This new segmentation will improve go-to-market effectiveness,ensuring greater visibility into how the Group op-erates in the various areas.

99、Business segmentationEmpowerment of people20Prysmian-Integrated Annual Report 2023Prysmians business modelEvery day,all over the world,Prysmian contributes to the development of smarter,more sustainable electricity and telecommunications networks to transport clean energy and information faster and

100、farther.While Prysmians positioning as a“cable manufacturer”remains at the heart of what it does,the new strategy announced in October aims to position Prysmian as a“Global provider of cabling solutions,at the helm of the energy transition and the digital transformation;“Connect,to lead.”Indeed,the

101、ability to increasingly integrate the various components of engineering,installation,network monitoring and after-sales services into value-added services guarantees recurring revenue and long-term partnerships with customers.Until the end of 2023,Prysmian had three macro-areas of activity:Energy,Te

102、lecom and Projects.These will be subject to a partial reorganization,announced in October during Capital Markets Day and effective as of the beginning of 2024,based on which the Groups activities will be divided into four new segments instead of the three existing ones,in order to be better position

103、ed to take advantage of the opportunities arising from the 4 macro-trends described above:Transmissionwhich includes the Submarine Power and Land HVDC business units,currently belonging to the Projects segment;Electrificationwhich includes the Industrial&Construction(now called Trade&Installer)and S

104、pecialties(formerly included in Industrial&NWC)business units,currently belonging to the Energy segment;Digital Solutionsthe current Telecom segment,which includes the following business units:Fiber and Optical Cables,Connectivity,Multimedia&Inside Plant cables(MMS).Power Gridwhich includes the HVAC

105、 business unit,also currently in the Projects segment,and Power Distribution and Overhead Lines,currently part of the Energy segment;The new reorganization will allow the company to better respond to market demands,in light of the development in demand described in the chapter“Favorable market devel

106、opment:4 macro-trends”.As far as the current financial year is concerned,the Groups activities are divided into three business divisions,as follows.Energy Division specializing in products and services for power distribution and special cables for applications in a wide variety of industries,as well

107、 as medium-and low-voltage cables and accessories for the construction and infrastructure sectors:Energy&Infrastructure,which includes the Trade&Installers business,with a focus on the industrial and infrastructure segments(cables for power distribution to residential,commercial and industrial facil

108、ities and for infrastructure such as airports,ports,railway stations and data centers),and Power Distribution(medium-voltage cable systems for overhead and underground installations,and the related accessories and network components,for connecting industrial and/or residential buildings to the prima

109、ry distribution network)Special Cables for the Industrial&Network Components segments that includes a broad range of cables for different industries from renewables to marine,automotive to aerospace,flat lift cables to network monitoring solutions with a high level of specificity,including turnkey a

110、nd maintenance services.21A.Directors reportTelecom Prysmian is the worlds largest supplier of state-of-the-art cables and accessories for voice,video and data transmission,and offers a full range of fiber optic,optical and copper cables and connectivity systems:Telecom solutions:fiber optic and cop

111、per telecom cabling solutions and the related connectivity accessories.In both cables and connectivity,the Group is focusing on designing products that provide higher density in smaller diameters,are easy to use and optimize fiber management.MMS Multimedia Specials:fiber optic and copper solutions f

112、or fixed or mobile multimedia communication,such as audio-visual content transmission,or indoor connectivity increasingly important for the development of smart buildings and the Internet of Things.Fiber optic:Prysmian produces single-mode and multimode optical and special fibers,using an innovative

113、 proprietary technique that places the Group at the forefront of todays technology.ProjectsFrom underground cable systems supporting the energy transition and powering wind farms,to undersea systems installed by the Groups cable-laying vessels,Prysmian works on supply-only and turnkey projects for s

114、ome of the worlds largest operators.The Group uses specific technologies for undersea power transmission and distribution and is able to offer sophisticated solutions that satisfy the strictest international standards.It specializes in the manufacture and installation of data transmission cables.The

115、 Offshore Specialties business includes a wide range of products for the oil industry.Prysmian has built a unique set of assets to meet market needs:with the ability to deploy connections more than 200 km long,an installation depth of up to 3,000 meters,proven expertise,a turnkey offering combining

116、technology,installation,monitoring,maintenance and repair,and innovative and environmentally sustainable materials,Prysmian is the partner of choice for major global operators.A world class cable-laying fleet Today,Prysmian can count on a fleet of five state-of-the-art deep-water cable-laying vessel

117、s among them the flagship Leonardo da Vinci,the worlds most advanced cable-laying vessel,for shallow water and areas periodically washed by the tidal excursion as well as the broadest range of inland equipment.Prysmian has also announced the purchase for the 2024-2027 period of two additional cable-

118、laying vessels to further bolster its fleet.ULISSEBARBAROSSALEONARDO DA VINCIGIULIO VERNECABLE ENTERPRISE22Prysmian-Integrated Annual Report 20234.Prysmian:Sustain,to leadPrysmians approach to sustainability:a model based on four pillars Prysmians sustainability strategy is based on four pillars,eac

119、h of which contributes to the creation of value for the benefit of the Group and all of its stakeholders,and allows long-term sustainability,including financial,to be implemented:EnvironmentSocialInnovationGovernanceThe centrality of sustainability in Prysmians strategy is also evident from the defi

120、nition of a specific type of governance,which is responsible for overseeing all Group initiatives in a structured and rig-orous manner and ensuring their alignment with ESG targets.Prysmian is committed to reducing the negative impact on the environment during its manufactur-ing and installation act

121、ivities and acts directly on the design and configuration of its products and solutions,helping to facilitate decarbonization along its value chain.Prysmian holds a leadership role in its supply chain by promoting virtuous practices with all its partners.Innovation is an indispensable element in ach

122、ieving the sustainability goals of Prysmian,which has always invested in research and development to offer low-impact,high-efficiency products.The commitment to innovative solutions continues;sustainability is one of the key drivers of Prysmians research and development strategy,reflected in the new

123、“design for sustainability”concept.Prysmian places people at the centre of its activities.This commitment is reflected both in employee initiatives(e.g.,promoting work-life balance,diversity,inclusion,training)and in supporting the social communities in which the company operates.EnvironmentSocialIn

124、novationGovernance23A.Directors reportPrysmians commitment to sustainable development and the achievement of the UN SDGsIn 2021,Prysmian joined the United Nations Global Compact,a global network of more than 17,000 companies from 160 countries inaugurated in 1999 with the goal of building a sustaina

125、ble global economy.The Global Compact requires participating businesses and organizations,each in their own sphere of influence,to agree,support and apply a set of fundamental principles covering human rights,working standards,environmental protection and anti-corruption.In reporting on its commitme

126、nt in this area,Prysmian refers to the 17 Sustainable Development Goals(SDGs)defined by the UN in its 2030 Agenda.The SDGs and their targets identify global priorities and define an integrated plan of action for people,the planet,prosperity and peace.To strengthen its commitment to sustainability,Pr

127、ysmian adopted a Sustainability Policy,available on the company website at the link https:/ defines the companys commitment and priorities,governance,strategy and vision linked to Sustainability.24Prysmian-Integrated Annual Report 2023Prysmian contributes to the achievement of the SDGs through some

128、specific activities consistent with its business,relating to the material topics identified every year during the materiality analysis.Sustainable innovation of products,applications and processes Develop innovative products and solutions that support continuous improvement of the sustainability of

129、telecommunication and energy infrastructures.Sustainable innovation of products,applications and processes Boost the production and sale of high quality,reliable and“green”products and services.Sustainable innovation of products,applications and processesFacilitate access to clean energy,via continu

130、ous investment in research for the developmentof advanced solutions for the production and transportation of energy from renewable sources.Implement decarbonisation on the path to Net-Zero and digitalisation Pursue the efficient and sustainable use of energy and natural resources by reducing consump

131、tion and greenhouse gas emissions,while minimising the generation of waste and promoting the recyclingand reuse of materials.Biodiversity and impact on nature Carry out activities in a manner respectful of natural habitats,performing advanced feasibility analysesof new plants,monitoring protected ar

132、eas in the territories where the Group is present and,when required,contributing to their protection.Impact on communities Enable the universal dissemination of energy and telecommunications via reliable,accessible infrastructure that makes entire communities more sustainable.Impact on communities P

133、romote the socio-economic development of the communities in which the Group operates,via the adoption of an appropriate Corporate Citizenship and Philanthropy policy.Greater diversity,inclusion and respect for human rights Promote inclusive ethical conduct that respects the diversity of each person,

134、protect the rights of workers,develop a healthy workplace environment,encourage the training and professional growth of all personnel.Governance,ethics and integrity Promote sustainable business practices between our suppliers and business partners.Governance,ethics and integrityDevelop effective,tr

135、ansparent and responsible communications with Stakeholders.25A.Directors report5.Prysmians two ambitions:Climate Change and Social AmbitionThe transition from fossil fuels to renewables is one of the biggest and most urgent challenges facing humanity,and one in which Prysmian can play an active role

136、:indeed,access to cleaner and greener energy is enabled by more extensive and smarter networks and infrastructure.That is why sustainability is in the DNA of Prysmian,which strives every day to make it a reality through the solutions it offers,the processes to achieve them and the people involved in

137、 each local context.During 2021,Prysmian formalized two strategic ambitions that will guide its actions over the medium-long term:the Climate Change Ambition and the Social Ambition.Climate Change AmbitionPrysmians climate strategy adopts science-based targets aligned with the Paris Agreement climat

138、e objectives.In particular,the Science Based Targets initiative defines the requirements for an effective Net-Zero strategy:reduction of Scope 1,2 and 3 emissions to zero,or at least to a residual level consistent with achieving the global or sector targets set in line with the Paris Agreement neutr

139、alization of any residual and greenhouse gas(GHG)emissions released into the atmosphere.Within this initiative,Prysmian has taken the following actions:1.definition of an overall Net-Zero target;2.definition of a short-term emissions-reduction target;3.definition of a long-term emissions-reduction t

140、arget.In 2023 Prysmian obtained official validation by the Science-Based Targets initiative(SBTi)of its targets,thus defined as follows:A.Overall Net-Zero Target-Prysmian is committed to achieving net zero GHG emissions throughout its value chain by 2050.B.Short-term targetsPrysmian is committed to

141、reducing its Scope 1 and 2 GHG emissions in absolute terms by 47%by 2030,compa-red to the emissions recorded in the year 2019;Prysmian is also committed to reducing its Scope 3 emissions in absolute terms by 28%over the same time horizon.C.Long-term targets(net zero):Prysmian is committed to reducin

142、g its Scope 1 and 2 GHG emissions in absolute terms by 90%by 2035,compa-red to the emissions recorded in the year 2019;Prysmian is also committed to reducing its Scope 3 emissions in absolute terms by 90%by 2050.In addition,during the long-term targets approval process,Prysmian at SBTis request reca

143、lculated some Scope 3 categories using updated emission factors.Therefore,the Scope 3 value for 2022 has been revised from what was published in the 2022 Report,as will be explained later in the chapter“Envi-ronmental responsibility”.The efforts made by the company to reduce its emissions are alread

144、y showing promising results.In 2023,Prysmian announced that it was ahead of its decarbonization targets,anticipating on Capital Markets Day as early as 2027 a-45%reduction in Scope 1 and 2 emissions,and a-23%reduction in Scope 3 emissions.Based on this commitment and in line with the SBTi-approved n

145、et-zero trajectory,Prysmian decided in January 2024 to set a goal of achieving a percentage reduction in Scope 1 and 2 emissions of between-55%and-60%in 2030,as compared to-47%approved by SBTi.This target represents the Groups further commitment to the process of decarbonizing its operations by impl

146、ementing internal solutions and processes that further limit its impact on the environment.26Prysmian-Integrated Annual Report 2023Climate Change Ambition-28%2030203590%Scope 1&2CO2 reductionfrom-47%approvedby SBTi2050Net Zero Scope 3Scope 1&2-33%2023Carbon emissions reduction(%)2019Baseline year-10

147、%Well below 2Cpathway-55/-60%Social AmbitionPrysmians aspiration is to build a more equal,inclusive and innovative world,starting with,but not limited to,its employees.To be able to do this,the Group formalized its Social Ambition,which mainly concentrates on the commitment to improve Diversity,Equa

148、lity and Inclusion(DE&I),digital inclusion,the empowerment of communities,employee engagement and upskilling.These commitments have been translated into specific Group targets to be achieved by 2030,aligned with the UN Sustainable Development Goals made explicit earlier.The results of the initiative

149、s carried out by Prysmian in recent years,and the investments planned in the coming years to achieve the Social Ambition goals,have enabled Prysmian to accelerate the achievement of several targets set for 2030,bringing forward to 2027 the goal of gender equality in the hiring of desk workers,and 25

150、%in senior leadership roles.2030 Social Ambition targetsHealth&SafetyGenderEqualityRace/ethnicityInclusionEmpower LocalCommunitiesDigitalInclusionUpskilling&EngagementInjuries Index towards 0(employees&contractors)50/50 in Recruiting of Desk Workers30%of Womenin SeniorLeadership roles25%of Womenthe

151、TotalWorkforce+500 womenin a fullydedicated STEMprogramZero Pay GapDesk WorkersMore than 30%of Executives fromunder-representednationalities/ethnicities/originsLocal mentoringprograms for 500 students coming fromminorities-povertyAt least a projectper year,with focuson developingcountries andvulnera

152、blecommunitiesLocal projects withdonation of opticand electric cablesConnecting 100%(over 30,000)of our employeesthrough globalplatforms,achieving aproper level ofadoption40 yearly hours per capita of experienced learning for all employees25%or employees involved in mobility/growth experienceevery y

153、ear50%of employees as stable shareholders through share ownership plans(YES)Higher than 80%response rate to Engagement Surve Leadership ImpactIndex improved to 70-80%27A.Directors report6.The sustainability scorecardIn order to set a credible path to sustainability and give further substance to the

154、long-term commitments of the Group,Prysmian has equipped itself with specific short-term objectives whose progress it monitors year after year.Starting from the end of 2022,Prysmian defined a new three-year scorecard(2023-2025,with baseline 2022)containing 12 impact KPIs,with the aim of improving th

155、e effectiveness of the processes of measuring,monitoring and reporting on results.These were defined after an analysis of:Long-term ambitions of the Group(Social Ambition and Climate Change Ambition);UN Sustainable Development Goals(SDGs);Group Materiality Analysis(focusing on the external impacts g

156、enerated by the business).To mark Capital Markets Day,Prysmian defined and published targets to 2027 for some specific scorecard KPIs,in line with the Groups five-year strategic plan,and with some financial targets announced during the event for the same time period.The goals to 2027 shown,which are

157、 outlined in the Scorecard below,also include the desire to quantify the groups commitment to fostering talent in disadvantaged communities.Between 2023 and 2027,more than 1,400 children and 400 women and girls will be supported by social programs,including:Oman,100 women and 800 children through th

158、e“SHE STEM”program and STEM programs;the Netherlands,625 children involved in STEM programs and workshops;and Latin America,315 women and girls involved in social programs.The Impact Scorecard is shaped on the four pillars of sustainability of the company Environment,People-Community,Governance and

159、Innovation.Scorecard targets are regularly monitored by the Sustainability Steering Committee,chaired by the Chief Sustainability Officer and shared with the Sustainability Committee.28Prysmian-Integrated Annual Report 2023Thus,2023 represented the first year of implementation of the new scorecard.P

160、rysmian impact Scorecard 2023-2025SDGsCategoryKpiRelated material Impact&topicBaseline 2022Results 2023Target 2025 Impactson SocietyEnable access to green electricity to households(1)Enabling the decarbonization to Net-Zero and digitalization Facilitating the energy transition and decarbonization pr

161、ocessof the economy and digitalization of the network21 m56 m110 mEnable fast digital access to households(2)3 m9 m15 m ClimatePercentage reduction of GHG emissions(Scope 1&2 Market Based)vs 2019 baseline(3)Enabling the decarbonizationto Net-Zero and digitalization Contribution to GHG emissions of S

162、cope 1 and 2 as a result of direct business activities-28%-33%-38%/-40%Percentage reductionof Scope 3 GHG emissionsvs 2019 baseline(4)Enabling the decarbonization to Net-Zero and digitalization Contribution to GHG emissions of Scope 3 as a result of indirect business activities-7.5%-10%-11.5%/-15%Gr

163、een&Circular EconomyShare of revenues linked to Sustainable Products(5)Sustainable innovation and circularity Reduction of emissions related to new products-through the development of low-emissions products(higher recycled content/recyclable products)and virtuous practicessuch as Design for Sustaina

164、bility30%37%40%Share of recycled content onPE jackets and copper(6)10%12.7%15%/16%Diversity&InclusionPercentage of desk workers women hired(7)Equity,Diversity,Inclusion&respectfor human rights Promotion of specific programs towards a more inclusive and diverse work environment44.9%46%47%/49%Percenta

165、ge of Executive women(8)Equity,Diversity,Inclusion&respectfor human rightsPromotion of practices to promote gender balancein Prysmian management and BoD15.7%18.8%21%/24%PeopleWellbeingSafety Assessment Plan(9)Human capitals well-being,engagement&upskilling Potential accidents,mental and physical ill

166、ness due to a failure to disseminate a health and safety culture in the community in which the Company operates-3.42.75/5Leadership Impact Index(10)Human capitals well-being,engagement&upskilling Engagement:Adoptionof people oriented policiesto safeguard peoples need55%57%57%/61%Solid Governance&Own

167、eshipPercentage of shareholders employees(11)Human capitals well-being,engagement&upskilling Engagement:Adoptionof people oriented policiesto safeguard peoples need37%46%44%/45%Completion rate for compliance e-trainingspromotinganticorruption(12)Human capitals well-being,engagement&upskilling Upskil

168、ling:Strengthening and upskilling the competences of the personnel and develop talen75%89.3%90%29A.Directors reportThe results achieved in 2023 in relation to the“Percentage of revenues from solutions with better sustainability performance out of the Groups total revenues”KPI testify how central sus

169、tainability is to the innovation activities of Prysmians product and service portfolio.In 2023,this KPI reached a value of 37%,up by 7 percentage points from the previous year.Prysmians role as an enabler of energy transition and digitalization processes is,moreover,confirmed by the performance of K

170、PIs related to quantifying the positive impacts of the Groups activities on communities,which more than doubled the 2022 baseline.(1)Estimated households connected to green energy through Prysmian products.It includes installed capacity through photovoltaic panels,onshore and offshore wind turbines,

171、and interconnections intended for renewable energy generation.(2)Estimated connected households with fast digital access(defined as FTTH,FTTB,DOCSIS 3.0)thanks to Prysmian products.(3)Reduction in CO2 emissions(Scope 1 and 2)compared to the year 2019,according to SBTi methodology.Scope 2 is calculat

172、ed using the Market-based method.(4)Reduction in CO2 emissions from the entire value chain(Scope 3)compared to the year 2019,according to the SBTi methodology.In 2023,during the long-term target approval process,Prysmian at SBTis request also recalculated some Scope 3 categories using updated emissi

173、on factors.Therefore,the value of Scope 3 for 2022 has been revised from what was published in 2022 Report.(5)Portion of revenues from sustainable products.With the aim of making the Groups approach more organic and due to the progress made in developing sustainable products and solutions in all Reg

174、ions,the company has decided to eliminate the division between Europe and the rest of the world in the calculation of this KPI,as already shown during the Capital Markets Day held in October 2023.(6)Percentage by weight of recycled content of certain purchased materials.The scope of the indicator in

175、cludes 1)copper purchased at Group level,excluding occasional suppliers and semi-finished products;2)polyethylene used for sheathing,excluding those applications for which customers do not allow the use of secondary materials.(7)Share of women desk workers hired with permanent contract compared to t

176、he total employees hired with permanent contract.The index includes all desk workers hired abroad(including global recruiting programs and projects)and all change of contracts from agency/temporary to permanent.(8)Share of women in executive positions(job grade 20 and above)as a percentage of total

177、executive employees.The number of employees is the headcount as at 31 December 2023,including all permanent contract and temporary ones.The KPI shows the ability of the Group to develop internal figures to take on leadership roles,its capability to hire them from the market and its ability to retain

178、 those talents.(9)Index relating to the level of maturity in the safety management of the Groups various plants,calculated following an Audit conducted by a specialized third-party company.The index consists of four different categories(governance,employee engagement,risk assessment and injury frequ

179、ency rate).At the end of the assessment,an overall score is given on a scale of 1(lowest)to 5(highest).(10)Index calculated as the percentage of employees who declared a level of engagement with the company of at least five out of seven points in the Speak Up survey conducted by the company.The indi

180、ces and the survey were developed in collaboration with POLIMI University in order to ensure their quality and anonymity.(11)Number of employees with Prysmian shares deposited in company administrative accounts through GROW,YES and BE IN plans as at 31 December,divided by the total number of employe

181、es eligible to participate in at least one of the plans.(12)It includes e-learning conducted through the Groups business management system and is for all desk workers(excluding business partners,consultants,contractors,employees on leave of 30 days or more and temporary trainees).It is subject to an

182、nual approval of the compliance plan by the Board of Directors;topics may include one or more of the following:code of ethics,anti-corruption,gifts,conflicts of interest,Helpline or business policy.30Prysmian-Integrated Annual Report 20237.An international network As a market leader,Prysmian is pres

183、ent in all major ESG indices globally,and plays a leading role in several trade associations and distinguished organizations.Prysmian in ESG indices Indices play a central role in assessing the ESG performance of companies.In fact,they make it possible to objectively and comparably measure a company

184、s commitment to sustainability,in addition to providing a clear picture of its standing against international standards and benchmarks.Moreover,sustainability indices are key metrics for assessing the social,environmental and economic impact of a companys activities.Integrating these indicators allo

185、ws Prysmian to make informed decisions,promote corporate responsibility and contribute to a sustainable future by meeting current needs without compromising those of future generations.IndexDescription202120222023The DJSI is based on an analysis of business performance using 24 criteria divided into

186、 three main categories:environment,social and corporate governance.These categories are further divided into more specific sub-categories.Ratings range from 0 to 100.Rank:87/100(ELQ World)included and ranked as 1stRank:87/100(ELQ World)included and ranked as 3rdRank 79/100(EQL World)included and ran

187、ked 3rd in the World scoreThe MSCI ESG Ratings seek to measure the resilience of a cTompany to long-term and financially significant ESG risks.The ESG ratings range from leader(AAA,AA),average(A,BBB,BB)to laggard(B,CCC).Score:AAScore:AAScore:AEcoVadis is a platform that allows companies to monitor t

188、he sustainability performance of suppliers through an assessment.The overall score(0-100)reflects the quality of the companys sustainability management system at the time of the assessment.Criteria for the 2023 scorecards:-Platinum:overall score between 78 and 100;-Gold:overall score between 70 and

189、77;-Silver:overall score between 59 and 69;-Bronze:overall score between 50 and 58.Score:73/100(Platinum)Score:74/100(Gold)Score:76/100(Gold)CDP is the most well-known NGO in the world when it comes to assessing the transparency of climate-change disclosures,with the assignment to firms of scores fr

190、om D to A.The scoring methodology is aligned with the Task force for Climate-related Financial Disclosures(TCFD)and the main environmental standards,thus providing the entire market with a set of comparative data.Score Climate Change:B(World)Score Water Security:BScore Climate Change:A-(World)Score

191、Water Security:BScore Climate Change:A-(World)Score Water Security:B31A.Directors reportIndexDescription202120222023The ESG Risk Rating provides an overall score for the firm based on an assessment of how much it is exposed to ESG risks and how they are managed.The scale ranges from 0(low risk)to 40

192、(high risk).Risk:22.8(Medium)Risk:21.4(Medium)Rating:16.5(Low Risk)The FTSE4Good Index Series are equity indices launched in 2001 by the FTSE Group to measure the performance of companies that demonstrate solid Environmental,Social and Governance(ESG)practices.Companies must have an overall ESG rati

193、ng of at least 3.3/5 for inclusion in the FTSE4Good indices.Score:3.8/5Score:3.8/5Score:3.9/5Bloomberg collects Environmental,Social and Governance data from corporate public communications.Bloomberg ESG Disclosure Scores evaluates companies on the basis of their disclosure of ESG data,in considerat

194、ion of the relevant industries.The rating scale ranges from 0 to 100.Score:55/100Score:63/100Score:65/100The Stoxx ESG Indices are a new group of indices.Their ratings are based on specific environmental,social and governance performance indicators in addition to overall sustainability performance.I

195、ncluded(STOXX Italy 45 ESG-X and STOXX Europe 600 ESG-X)Included(STOXX Italy 45 ESG-X and STOXX Europe 600 ESG-X)Included(STOXX Italy 45 ESG-X and STOXX Europe 600 ESG-X)Launched by Euronext,the MIB ESG index is the first ESG index dedicated to Italian blue chips.It combines the measurement of econo

196、mic performance with ESG assessments in line with the principles of the UN Global Compact2.The composition of the index is based on the analysis of ESG criteria by Vigeo Eiris(V.E.),part of Moodys ESG Solutions,which assesses the ESG performance of issuers.The methodology behind the index uses ESG c

197、riteria to rank the 40 best from the 60 most liquid Italian companies,excluding those involved in activities not compatible with ESG investments.IncludedIncludedIncluded Moodys ESG solutions seek to understand better the ESG performance of the organisation,assess its exposure to climate and environm

198、ental risks,strengthen its action plans in the area of sustainability and communicate with the main stakeholders.The index assesses sustainability performance using 25 criteria,subdivided into 6 different areas:environment,human resources,human rights,community involvement,ethical conduct and govern

199、ance.The rating scale ranges from 0 to 100.Rank:51/100Rank:57/100Rank:58/10032Prysmian-Integrated Annual Report 2023Proactive role in trade associations and organizationsPrysmians leadership in its industry is also testified by the Groups membership of the most important trade associations globally.

200、A strategic network to share best practices and remain up-to-date on regulatory and product news,with the opportunity to express policy opinions.Institutional Relations,including corporate lobbying,and participation in trade associations contribute to the creation of corporate value through a comple

201、x,stable system of external relations that are inspired by criteria of:LegitimacyCompliance with the law,applicable regulations,the Code of Ethics and company policiesTransparencyCarrying out lobbying activities in legal conditions.FairnessRespect for the prerogatives,responsibilities and decision-m

202、aking autonomy of the parties involved,avoiding the exercise of undue influence in the pursuit of corporate interestsIn addition,specific general principles must be observed when engaging in these relations:In the process of interacting with Institutional Representatives,the company must employ tran

203、sparent,lawful and autonomous accreditation channels.It must adopt forms of communication that allow the interlocutor to easily and immediately identify both the business organization and the interest it represents.The corporate interest involved in an ongoing decision-making process must be made ex

204、plicit through the submission of proposals,suggestions,studies,research and analysis.These tools must be suitable for highlighting the relevance of the corporate interest and the impacts of the decision.Information used during dialogue with the institutional representative should be transferred only

205、 after verifying that it is fully comprehensive and reliable.This verification is performed by the departments/functions involved in each initiative.Some of the main issues subject to the Groups lobbying activities in 2023 were:European Green Deal(with a focus on sustainable fibers)Broadband Cost Re

206、duction Directive Recovery and Resilience Facility(RRF)Also in 2023,consistent with what is defined in its Code of Ethics,Prysmian made no contributions in any form to political parties or politicians.Below are the main trade associations Prysmian is a member of,which are active in combatting climat

207、e change,supporting energy transition and digitalization processes and promoting sustainable practices in favor of local communities.Regarding environmental issues,with a specific focus on climate change,the Group is a member of the following associations:Wind EuropeOver 450 members,counting manufac

208、turers,suppliers and academics,have joined forces to promote wind energy throughout the world via research and outreach,seminars and policy guidance.Global Alliance for Sustainable EnergyIn 2022,Prysmian joined the“Global Alliance for Sustainable Energy”,an independent global alliance to promote and

209、 integrate sustainability and social responsibility in the renewable energy sector.The alliance,which is open to all interested stakeholders,aims to ensure that the renewables sector is fully sustainable and respects human rights throughout the entire value chain.Wash PledgeBy signing the Wash Pledg

210、e,Prysmian commits to ensuring access to safe drinking water,sanitation and hygiene in the workplace at an appropriate level for all employees across all of its premises.The company is also committed to taking WASH actions throughout its value chain,including both suppliers and the communities surro

211、unding the workplaces in which it operates.33A.Directors reportIn the energy area,the Group is a member of:EuropacableEuropacable represents the worlds largest cable manufacturers,as well as highly specialized small-and medium-sized companies,at European institutions,monitoring policy and regulatory

212、 debates.Prysmian participates actively in various working parties,and even plays a leadership role in those with a specific focus on sustainability.Friends of Sustainable Grids(FOSG)A non-profit association promoting a pan-European renewable,efficient and large-scale electricity grid that provides

213、secure and affordable energy.The association mainly focuses on such topics as efficient governance,a harmonized regulatory approach and energy education.In the digital area,Prysmian participates in:Fibre to the Home(FTTH)CouncilFounded in 2004,this group with 150 members seeks to accelerate the depl

214、oyment of fiber optic connectivity.Its vision is of a sustainable future made possible by economic growth generated by new services using high-speed FTTH technology.European Telecommunications Network Operators AssociationETNO has been the voice of European telecommunications network operators since

215、 1992.Its 38 members and observers innovate and invest in the continents digital backbone.ETNOs mission is to develop a positive policy and regulatory environment that enables the deployment of state-of-the-art telecommunications networks and the provision of advanced digital services for European c

216、itizens and businesses.In the area of corporate social responsibility and sustainability,Prysmian is a member of:UN Global CompactPrysmian is a participant of the Global Compact,whose principles and spirit are reflected in the Groups culture,values and practices.Consistent with the Global Compacts p

217、rinciples,Prysmian adopts policies and tools that safeguard the environment and human and workers rights while supporting local communities and the most vulnerable.Responsible Mica InitiativeIn 2021,Prysmian joined as the first company in the cable industry the Responsible Mica Initiative(RMI),a non

218、-profit organization committed to eliminating child labor and poor working conditions in the mica supply chain.Participation in the Responsible Mica Initiative is consistent with the social ambition objectives of Prysmian and the Groups commitment to improving the lives of people,communities and ter

219、ritories in which it operates.Valore DItalys first business association promoting gender balance and an inclusive culture for the growth of companies and the country.In addition,Prysmian participates in association activity and supports institutional communication through the identification of its r

220、epresentatives at the various working groups activated by associations with regulators.In particular,in Italy,the Group is present in Confindustria(the main organization representing manufacturing and service companies in Italy),ANIE(the association of Electrotechnical and Electronic Companies,bring

221、s together strategic players that make cutting-edge technologies available for the Building,Energy,Industries and Infrastructure markets)and Assonime(the association for Italian listed companies,which researches and addresses problems affecting the interests and development of the Italian economy).I

222、n order to ensure that all stakeholders are aware of important aspects of the corporate lobbying process and activities,Prysmian publishes information in its financial statements(detailed table below)and on the corporate website (https:/ the main initiatives concluded or in place with institutional

223、stakeholders and the general Group interests pursued through the activities carried out.In 2023,these contributions amounted to around 4.4 millions of Euro.Type of activity(in thousand of Euro)2023Lobbying,interest representation or similar activities1,223 Trade associations or tax-exempt groups(e.g

224、.,think tanks)1,621 Other types of activities1,576 Total contributions and other expenses4,42034Prysmian-Integrated Annual Report 20238.Corporate governance Directors and auditorsBoard of Directors(4)ChairmanClaudio De Conto(*)(2)Chief Executive OfficerValerio BattistaDirectorsFrancesco Gori(*)(1)Ma

225、ria Letizia Mariani(*)(3)Jaska Marianne de Bakker(*)(1)Massimo BattainiTarak Mehta(*)(1)Pier Francesco FacchiniInes Kolmsee(*)(3)Annalisa Stupenengo(*)(2)Paolo Amato(*)(2)Mimi Kung(*)(3)Board of Statutory Auditors(5)ChairmanStefano SarubbiStanding Statutory AuditorsLaura GualtieriRoberto CaponeAlter

226、native Statutory AuditorsStefano RossettiVieri ChimentiIndependent Auditors(6)EY S.p.A.(*)Independent Director as per Italian Legislative Decree 58/1998.(*)Independent Director as per Italian Legislative Decree 58/1998 and Italys Corporate Governance Code for Listed Companies(January 2020 edition)ap

227、proved by the Italian Corporate Governance Committee,comprising business associations(ABI,ANIA,Assonime,Confindustria),Borsa Italiana S.p.A.(the Italian Stock Exchange)and Assogestioni(Italian investment managers association).(1)Members of the Control and Risks Committee.(2)Members of the Remunerati

228、on and Nominations Committee.(3)Members of the Sustainability Committee.(4)Appointed by the Shareholders Meeting on 28 April 2021.(5)Appointed by the Shareholders Meeting on 5 June 2019.(6)Appointed by the Shareholders Meeting on 16 April 2015.Governance and corporate structureEffective and efficien

229、t,in order to create long-term sustainable value and produce a virtuous circle with business integrity at its core.Prysmian knows the importance of a good system of corporate governance in achieving strategic objectives and creating long-term sustainable value,by assuring governance that is effectiv

230、e in complying with the legal and regulatory framework,efficient in terms of cost-effectiveness,and fair towards all the Groups stakeholders.Accordingly,Prysmian keeps its corporate governance system constantly aligned with latest recommendations and regulations,adhering to national and internationa

231、l best practices.In addition,the Group has adopted principles,rules and procedures that govern and guide the conduct of activities by all its organisational and operating units,as well as ensuring that all business transactions are carried out in an effective and transparent manner.Once again,during

232、 2023 Prysmian continued to comply with Italys Corporate Governance for listed companies,approved by the Corporate Governance Committee.Further information about:compliance with the principles and recommendations of the Corporate Governance Code and the reasons for any non-compliance with one or mor

233、e requirements;any corporate governance practices actually applied by the Company that go beyond the related legal or regulatory obligations;please refer to the“Report on Corporate Governance and Ownership Structure”,approved by the Board of Directors and available in the Company/Governance section

234、of the corporate website2.2 https:/ reportStructure of Corporate GovernanceThe model of governance and control adopted by Prysmian is the traditional one,involving the presence of a Shareholders Meeting,a Board of Directors and a Board of Statutory Auditors.Prysmians structure of corporate governanc

235、e is based on the central importance of the Board of Directors(as the most senior body responsible for managing the Company in the interests of shareholders)in providing strategic guidance,in ensuring the transparency of the decision-making process and in establishing an effective system of internal

236、 control and risk management,including decision-making processes for both internal and external matters.Completing the Prysmian corporate governance structure is a Control and Risks Committee,a Remuneration and Nominations Committee,a Sustainability Committee and a Monitoring Board instituted under

237、Legislative Decree 231/2001.Further information regarding(i)the corporate governance system of Prysmian S.p.A.and(ii)its ownership structure,as required by art.123-bis of Italys Consolidated Law on Finance,can be found in the“Report on Corporate Governance and Ownership Structure”,prepared in accord

238、ance with art.123-bis of the Consolidated Law on Finance and available in the Company/Governance1 section of the corporate website.An overview of the Companys corporate governance structure as at 31 December 2023 now follows.MONITORING BOARD(Italian Legislative Decree no.231/01)LEAD INDEPENDENTDIREC

239、TOR REMUNERATIONS ANDNOMINATIONS COMMITTEECONTROL AND RISK COMMITTEEValerio BattistaCEOPaolo Amato IndependentMassimo BattainiCOO Jaska de BakkerIndependentPier Francesco FacchiniCFO Francesco GoriIndependentInes KolmseeIndependentMimi KungIndependentMaria Letizia MarianiIndependentTarak MehtaIndepe

240、ndentAnnalisa StupenengoIndependentSHAREHOLDERSMEETINGSTATUTORYAUDITING COMPANYBOARD OF STATUTORYAUDITORSBOARD OF DIRECTORSClaudio De ContoChairman-DirectorEY S.p.A.Stefano Sarubbi(Chairman)Laura Gualtieri Roberto CaponeMANAGERS RESPONSIBLE FOR PREPARING THE COMPANYSFINANCIAL REPORTSAlessandro Brune

241、ttiStefano InverniciSUSTAINABILITYCOMMITTEEMaria Letizia Mariani(Chairwoman)Ines Kolmsee Mimi KungBOARD SECRETARY INTERNAL AUDIT OFFICERPaola PulidoriFrancesco Gori(Chairman)Jaska de Bakker Tarak MehtaPaolo Amato(Chairman)Claudio De Conto Annalisa StupenengoMaria Luisa Mosconi(Chairwoman)Silvano Cor

242、bellaAlessandro NespoliMaria Letizia Mariani Giovanni Villa36Prysmian-Integrated Annual Report 2023Board of DirectorsIn compliance with the provisions of art.14 of its By-laws,the Company is managed by a Board of Directors currently consisting of twelve members-who will remain in office until the da

243、te of the shareholders meeting called to approve the financial statements for the year ended 31 December 2023.The Board of Directors is composed of three executive directors and nine non-executive directors.Eight of the non-executive directors are independent within the meaning of art.148,para.3 of

244、Italian Legislative Decree 58 dated 24 February 1998(known as the Consolidated Law on Finance)and of art.2 recommendation no.7 of Italys Corporate Governance Code,while one non-executive director is independent within the meaning of art.148,para.3 of the Consolidated Law on Finance.The non-executive

245、 directors are sufficiently numerous and have enough authority to ensure that their judgement carries significant weight in Board decision-making.At 31 December 2023,seven of the directors are men and five are women,in compliance with rules on the gender balance of corporate boards;in addition,seven

246、 members are in the 50-60 age bracket,while five are over 60.Two directors were elected to the Board from the slate of candidates presented by a group of institutional investors and management funds coordinated by Assogestioni and voted by a minority of those entitled to attend the Shareholders Meet

247、ing(12.3%),while the other ten directors were elected from the slate of candidates presented by the outgoing Board of Directors and voted by the majority of those entitled to attend the Shareholders Meeting(85.5%).The Board of Directors exercises the widest powers of ordinary and extraordinary admin

248、istration,except for those that by law are reserved solely for the Shareholders Meeting.The Board of Directors has identified a Chief Executive Officer from among its members and granted him all the authority and powers of ordinary management of the company necessary or useful for conducting its bus

249、iness.Management of the business is the responsibility of the directors,who carry out those activities necessary to implement the corporate purpose.The Board of Directors is also responsible for the Groups internal control and risk management system and is therefore required to verify its adequacy a

250、nd to adopt specific guidelines for this system,with the support of the other parties involved in managing internal controls and risks,namely the Control and Risks Committee,the Director in charge of the internal control and risk management system,the Head of Audit,the Board of Statutory Auditors an

251、d the Managers responsible for preparing company financial reports.For further information on the composition,appointment and operation of the Board of Directors,please refer to the Corporate Bodies section of the corporate website and to the“Report on Corporate Governance and Ownership Structure”3.

252、MemberYear of birthFirstappointment(1)Currentcharge(2)ExecutiveindependentMeetings(3)Otheroffices(4)Claudio De Conto(*)Presidente-196221/07/2010from 28/04/2021to 2024Independent(5)10/103Valerio Battista(*)Amministratore Delegato-195715/12/2005from 28/04/2021to 2024Executive10/10-Paolo Amato(*)Ammini

253、stratore-196412/04/2018from 28/04/2021to 2024Independent9/102Massimo Battaini(*)Amministratore e COO-196125/02/2014from 28/04/2021to 2024Executive10/10-Jaska de Bakker(*)Amministratore-197028/04/2021from 28/04/2021to 2024Independent10/102Pier Francesco Facchini(*)Amministratore e CFO-196728/02/2007f

254、rom 28/04/2021to 2024Executive10/102Francesco Gori(*)Amministratore-195218/09/2018from 28/04/2021to 2024Independent9/101Ines Kolmsee(*)Amministratore-197028/04/2021from 28/04/2021to 2024Independent9/103Mimi Kung(*)Amministratore-196512/04/2018from 28/04/2021to 2024Independent10/10-Maria Letizia Mari

255、ani(*)Amministratore e L.I.D.-196016/04/2015from 28/04/2021to 2024Independent8/101Tarak Mehta(*)Amministratore-196628/04/2021from 28/04/2021to 2024Independent10/101Annalisa Stupenengo(*)Amministratore-197128/04/2021from 28/04/2021to 2024Independent10/101(*)Director elected form the slate presented b

256、y the outgoing Board which obtained the majority of the votes.(*)Director elected form the slate presented by a group of shareholders related to asset management companies and institutional investors.(1)Date on which the director was appointed to the Board of Directors for the first time(ever).(2)Ex

257、piry date envisaged with the Shareholders Meeting that will approve the financial statements for the year ending 31/Dec/2023.(3)Attendance at Board meetings in 2022(no.of attendances/no.of meetings held.N/A:not in office during the period).(4)Number of offices held in other companies listed on regul

258、ated markets,including foreign ones,in financial,banking,insurance companies,or companies of significant size.(5)Independent Director as for Unified Financial Act Italian Legislative Decree no.58/1998(T.U.F.).3 https:/ https:/ reportFollowing best practices in the Anglo-Saxon world,and subject to co

259、mpliance with any regulations in force from time to time,the Board of Directors has decided to adopt a Board Skills Matrix through which it identifies the skills existing in the Board itself as well as any gaps,thus providing guidance on useful skills when drawing up slates of candidates for appoint

260、ment as directors4.In anticipation of the renewal of the Board of Directors due in 2024,the Board of Directors has updated the Board Skills Matrix that will be applied when selecting the next Board member candidates and,subsequently,for those who will actually be appointed.The updated Board Skills M

261、atrix is as follows:MANAGEMENT,STRATEGY,MERGERS&ACQUISITIONSExperience in senior roles as CEO/Chairman/Senior Executive in large and complex listed companies,directing strategy,development/transformation of a business or strategic function,preferably with specific experience in M&A and post-merger i

262、ntegration.SIMILAR INDUSTRIAL SECTORSSkill and experience in the sectors in which the Group operates or in related/complementary sectors in terms of product portfolio,focusing on complex projects in the most strategic areas for the business,including Energy,Telecom&Transmission Networks,Industrial S

263、olutions.GEOGRAPHY&INTERNATIONAL EXPERIENCESkill and experience in the key countries where the Group operates.TECHNOLOGY,R&D,ENGINEERING&ICT,DIGITALISATION,CYBERSECURITYSkill and experience in technology,R&D particularly in material sciences and smart grid development;skill and experience in innovat

264、ion,digitalisation,information&communication technology with particular reference to cybersecurity.FINANCE&RISK MANAGEMENT Experience in senior control functions(e.g.CFO,Risk Officer,Internal Audit),preferably in international industrial companies;alternatively,at least 5 years of experience on a Co

265、ntrol and Risks Committee or on an Audit Committee.GOVERNANCE Knowledge of regulations,legislation,codes of conduct and best governance practices in listed companies;experience preferably as Chairman of Governance or Nominations Committees.SUSTAINABILITY,ESG,HUMAN CAPITAL DEVELOPMENT Skill and exper

266、ience in integrating sustainability/ESG issues into the business vision and in managing human capital.Board of Statutory AuditorsThe Board of Statutory Auditors is required to monitor observance of the law and the by-laws,as well as compliance with the principles of good business practices in runnin

267、g the Company,and to review the adequacy of its organisational structure,internal control system and administrative-accounting system.In compliance with the provisions of art.21 of the Companys by-laws,the Board of Statutory Auditors is composed of three standing members,including a Chairman,and two

268、 alternate members,who will remain in office until the date of the shareholders meeting called to approve the financial statements for the year ending 31 December 2024.All members of the Board of Statutory Auditors must meet the independence requirements established by art.148,para.3 of Italian Legi

269、slative Decree 58 dated 24 February 1998(known as the Consolidated Law on Finance),and by art.2,recommendation no.7 of Italys Corporate Governance Code.As at 31 December 2023,two standing members and two alternate members of the Board of Statutory Auditors are men and one standing member is a woman,

270、in compliance with rules on the gender balance of corporate boards.One standing auditor,appointed as Chairman,and one alternate auditor were elected to the Board of Statutory Auditors from the slate of candidates presented by a group of institutional investors and management funds coordinated by Ass

271、ogestioni and voted by a minority of those entitled to attend the Shareholders Meeting(15.2%),while the other two standing auditors and one other alternate auditor were elected from the slate of candidates presented jointly by the shareholders Clubtre S.r.l.,Albas S.r.l.and Angelini Partecipazioni F

272、inanziarie S.r.l.and voted by the majority of those entitled to attend the Shareholders Meeting(80.8%).4 Further information about the Board Skills Matrix 2023 can be found in the“Report on Corporate Governance and Ownership Structure”available in the Governance section of the corporate website http

273、s:/ 38Prysmian-Integrated Annual Report 2023For further information on the composition,appointment and operation of the Board of Statutory Auditors,please refer to the Corporate Bodies section of the corporate website and to the“Report on Corporate Governance and Ownership Structure5.MemberYear of b

274、irthFirstAppointment(1)Currentcharge(2)IndependenceCode/TUFMeetings(3)Otheroffices(4)Stefano Sarubbi(*)Presidente-196512/04/2022from 12/04/2022 to 2025yes/yes24/2414Roberto Capone(*)Sindaco Effettivo-195512/04/2022from 12/04/2022 to 2025yes/yes23/2422Laura Gualtieri(*)Sindaco Effettivo-196813/04/201

275、6from 12/04/2022 to 2025yes/yes24/241Stefano Rossetti(*)Sindaco Supplente-196512/04/2022from 12/04/2022 to 2025yes/yesN/A3Vieri Chimenti(*)Sindaco Supplente-196612/04/2022from 12/04/2022 to 2025yes/yesN/A33(*)Member elected form the slate jointly presented by the shareholders Clubtre S.r.l.,Albas S.

276、r.l.e Angelini Partecipazioni Finanziarie S.r.l.which obtained the majority of the votes.(*)Member elected form the slate jointly presented by a group of shareholders related to asset management companies and institutional investors.(1)Date on which the Auditor was appointed to the Board of Statutor

277、y Auditors for the first time(ever).(2)Expiry date envisaged with the Shareholders Meeting that will approve the financial statements for the year ending 31/Dec/2024.(3)Attendance at Board of Statutory Auditors meetings in 2022(no.of attendances/no.of meetings held during the period of the year in w

278、hich the Auditor was incharge.N/A:not in office during the period).(4)Number of offices held in other companies pursuant to art.148-bis TUF and of the related provisions contained in the Consob Issuers Regulation.Board committeesThe Board of Directors has established three internal committees with i

279、nvestigative,proactive and advisory functions,and appointed their members,including the chairman.The composition,duties and operation of the Committees are governed by the Corporate Governance Regulation adopted by the Board of Directors6.The Committees are composed of three non-executive directors,

280、the majority of whom are independent pursuant to Italys Corporate Governance Code and Consolidated Law on Finance,with the exception of the Remuneration and Nominations Committee,on which one member qualifies as independent only under the Consolidated Law on Finance.The term in office of each member

281、 corresponds to their term in office as a director.For further information on the composition,appointment and operation of the Board committees,please refer to the Committees section of the corporate website and to the“Report on Corporate Governance and Ownership Structure”7.Governance of sustainabi

282、lityWith the aim of constantly improving the sustainability of its business activities and related communication to stakeholders,in 2022 Prysmian defined a new governance model that clarifies the roles and responsibilities of all players:1.The Chief Sustainability Officer is responsible for:leading

283、the creation of the ESG Strategy,defining targets and setting priorities by developing the Groups Materiality Matrix;supporting the Regions and Business Units in the implementation of actions and initiatives aimed at achieving the Groups sustainability goals;managing sustainability Indicators;guaran

284、teeing the execution of Stakeholder Engagement activities;leading the internal Sustainability Committee and the Local Sustainability Ambassadors Network;acting as Secretary of the Board Sustainability Committee;supporting the Administration,Finance and Control Department in preparing the Integrated

285、Annual Report;supervising definition of the contents of the Sustainability Report.5 https:/ https:/ https:/ 7 https:/ https:/ 39A.Directors report2.The Group Planning and Control and Group Administration functions,which report to the managers responsible for preparing company financial reports,are r

286、esponsible for:monitoring the performance of ESG KPIs;coordinating the collection of non-financial data;drawing up the Integrated Annual Report;verifying the accuracy and quality of data.3.The Communication and Public Affairs Division,is responsible for:developing communication campaigns;working wit

287、h the Chief Sustainability Officer on the organisation of Stakeholder Engagement events.4.The Sustainability Committee8,set up by the Board of Directors,consists of three non-executive independent directors.In general,the Sustainability Committee has been tasked with overseeing sustainability issues

288、 related to the businesss operations and related interplay with all stakeholders.5.The internal Sustainability Steering Committee headed by the Chief Sustainability Officer and composed of representatives from the various corporate functions,is responsible for:developing objectives and targets and s

289、ubmitting them to the Group Leadership Team;supporting the Chief Sustainability Officer in creating the Materiality Matrix;proposing actions to be implemented at Region,Business Unit and function level;monitoring and following up sustainability-related KPIs and outcomes.6.Regional and Business Unit

290、Leadership Teams play a key role in the Groups sustainability commitments.7.The Local Sustainability Ambassadors Network set up to promote sustainability culture,local and global ESG initiatives and actions at regional level.Digital governance of ESG factorsThe activities of controlling and certifyi

291、ng Prysmians Non-Financial Statement for 2023 have been conducted using the Groups unified digital data management platform.This platform is audited and certified according to the main relevant standards.The process of digitising sustainability KPIs,initiated by Prysmian in 2020,allows the Group to

292、centralise reporting and link these variables to financial ones in a truly integrated vision.The tool used has functions that allow reporting to be managed in a collaborative,structured manner with the aid of a workflow process whose steps include editing,uploading,validation and approval,thus guara

293、nteeing accurate and traceable data.The digital governance of ESG factors will be progressively extended to other indicators as well,in order to allow the Group to build,over time,an increasingly broad database that shows ESG impacts by activities,geographical areas,projects,organisational units and

294、 management lines.The virtuous path of analysing and actively managing these variables adopted by Prysmian combines their digital governance with a robust structure of calculation and data collection processes,through procedures that clearly and unambiguously define roles,metrics,processes and respo

295、nsibilities.In order to manage the complexity of data collection at a global level,intermediate local and regional controls are in place,with a system for approving KPIs prior to their consolidation at group level.8 https:/ https:/ 40Prysmian-Integrated Annual Report 2023Organization chartOrganizati

296、on:31/12/2023(1)Also reporting to CRC for Compliance Programs Certification.(2)Also responsible for investor relation reporting to Group CFO.TardifCarusoPulidoriBattistaBusiness operationsDivisionsR&DBUSINESS OPERATIONSGeographiesSUSTAINABI-LITY(2)CORPORATE AFFAIRSINNOVATIONFINANCE ADMIN&CONTROL&ITH

297、R&ORANIZATIONRISK&COMPLIANCE(1)CEOINTERNALAUDITSTRATEGIC ADVISORYBOARD OF DIRECTORSCORPORATE STRATEGY&DEV.COMMUNICATION&PUBLIC AFFAIRS SiripurapuLonghiZiruliaRutschmannFacchiniNespoliBifulcoPROJECTS DIVISIONOzmenENERGY DIVISIONMogollonTELECOMDIVISIONVanhilleCHIEF OPERATING OFFICERBattainiSofiaNORTH

298、AMERICAPirondiniLATAMQuirozSOUTHEUROPEDel Brenna CENTRAL EASTERNEUROPEPerssonNORTHEUROPEArataUKBavarescoMEARTFarisCHINAZouOSEAAydogduSiripurapuGovernance41A.Directors reportAs of 1 January 2024,following the reorganization of Prysmian,the organizational structure is as follows:New organization:01/01

299、/2024(1)Also reporting to CRC for Compliance Programs Certification.As of January 2024,the Investor Relations,Sustainability and Communication function was created and assigned to Maria Cristina Bifulco(who also maintains the role of secretary of the Sustainability Committee).As of 2024,Risk managem

300、ent remains structurally independent of business lines(divisions)and is accountable to risk management and Compliance.PulidoriBattistaCEOINTERNALAUDITLonghiCORPORATE STRATEGY&DEV.SofiaBUSINESS OPERATIONSSiripurapuINNOVATION&R&DBifulcoSUSTAINABILITY,IR AND COMMUNICATIONTardifSTRATEGIC ADVISORYVanhill

301、eSTRATEGIC ADVISORYRutschmannHR&ORANIZATIONFacchiniFINANCE ADMIN&CONTROL&ITBOARD OF DIRECTORSZirullaCORPORATE AFFAIRSNespoliRISK&COMPLIANCE(1)CHIEF OPERATING OFFICERBattainiNORTH AMERICAPirondiniLATAMGilSOUTHEUROPEDel Brenna CENTRAL EASTERNEUROPEIslamogluNORTHEUROPEArataUKBavarescoMEARTAydogduCHINAZ

302、ouOSEAShroffPOWER GRIDSFarisELECTRIFICATIONScelzaDIGITAL SOLUTIONSPerssonTRANSMISSIONOzmen42Prysmian-Integrated Annual Report 2023Ownership structureComposition of the ownership structure More than 80%of the ownership structure(82.6%)consists of institutional investors 2.0%Norges Bank IM2.6%Baillie

303、Gifford&Co.2.9%The Vanguard Group,Inc.2.9%UBS AG3.0%FMR LLC3.4%Sun Life Financial,Inc.3.8%Crdit Agricole S.A.4.0%T.Rowe Price Group,Inc.6.8%BlackRock,Inc.Source:elaboration on Nasdaq data(*)Mainly comprises shares held by non-institutional investors and by third-party holders of shares for trading p

304、urposes.Share ownership by type and significant shareholders82.6%Institutional Investors8.1%Retail1.4%Treasury shares3%Employees+Management4.9%Other(*)49%ESGInvestorsOne-third of institutional investors are from the United States(30%).UK(28%)and French(12%)funds have a significant presence.Instituti

305、onal investors by geographical area30%US28%UK12%Francie7%Italy4%Germany15%RoE4%RoWSource:elaboration on Nasdaq data43A.Directors reportGrowth and values as drivers of investmentMore than two-thirds(71%)of capital is held by investment funds with Value,Growth or GARP(Growth at Reasonable Price)strate

306、gies.They anticipate the creation of value by Prysmian over the medium-long term and consider the current share price to be undervalued given the prospects offered by the fundamentals of the Company.Institutional investors by investment style32%Growth22%GARP17%Value16%Index5%Hedge Fund8%OtherSource:

307、elaboration on Nasdaq dataThe total number of ESG investors that is,those who place environmental,social and governance issues at the center of their investment strategies in Prysmians ownership structure is 49%(data as at 31 December 2023).In terms of type,the majority(about 80%)are core ESG invest

308、ors,whose investment decisions are guided exclusively by ESG performance factors.These investors usually have a long-term investment horizon and strive actively to maintain constant,constructive dialogue on sustainability matters.ESG institutional investors51%Other Investors49%ESG Focused44Prysmian-

309、Integrated Annual Report 2023Furthermore,out of a total of 30,000 employees,one-third is companys stable shareholders.Together with management,these employees own more than 3%of the share capital,investing directly in the Company and demonstrating their confidence in us.Value creation for all Stakeh

310、olders is also represented by the summary indicator of“economic value generated and distributed”.This indicator,based on the re-aggregation of data from the audited financial statements,measures the overall economic wealth created by the Group.In 2023,the economic value generated and distributed amo

311、unted to Euro 15,938 million(Euro 16,719 million in 2022).Much of this value,a total of Euro 15,391 million(Euro 16,211 million in 2022),was redistributed in the form of:Economic value generated79.76%Suppliers11.72%Payment to Staff7.10%Lenders1.41%Payment to the PublicAdministration0.01%Community45A

312、.Directors reportShareholders meeting74%of share capital participated in the last annual general meeting,with 2,708 shareholders present by proxy.The annual general meeting of the shareholders of Prysmian S.p.A.was held on 19 April 2023 in single call to adopt resolutions on a number of items,includ

313、ing:approval of the 2022 financial statements,allocation of the profit for the year and distribution of dividends,authorisation to buy and use treasury shares,approval of the remuneration policy report,consultation on the report on compensation paid,approval of a new incentive plan for Prysmian empl

314、oyees with related authorisation to increase share capital by issuing new shares.The meeting participants,including 2,708 shareholders represented by proxy,accounted for 74%of share capital and approved every item on the agenda by a wide majority.The annual general meeting also approved the declarat

315、ion of a dividend of Euro 0.60 per share.The dividend was paid on 26 April 2023,involving a total pay-out of approximately Euro 158 million.0%10%20%30%40%50%60%70%80%2022202320212020201920182017201620152014201320122011Apr2011Jan201020092008Capital represented in the Shareholders Meeting Participatio

316、n of the main shareholder in the Shareholders MeetingPublic Company(no controlling shareholders)Shareholders meeting:represented capital 0500100015002000250030002022202320212020201920182017201620152014201320122011Apr2011Jen201020092008Number of shareholders attending the meetingPublic Company(no con

317、trolling shareholders)Shareholders meeting:number of participants present or represented46Prysmian-Integrated Annual Report 2023Financial Time-Table2023 Integrated Annual Report(consolidated and draft financial statements)Board Of Directors Meeting28 February 2024Press release and conference call29

318、February 2024Shareholders meeting to approve the Annual Financial Statements at 31 December 2023-18 April 2024First Quarter 2024 ResultsBoard Of Directors Meeting8 May 2024Press release and conference call9 May 2024Half-year financial report at 30 June 2024Board Of Directors Meeting31 July 2024Press

319、 release and conference call1 August 2024Third Quarter 2024 ResultsBoard Of Directors Meeting30 October 2024Press release and conference call31 October 202447A.Directors report9.Business environment and financial marketsMacroeconomic environmentThe global macroeconomic environment gradually improved

320、 over the course of 2023,mainly thanks to stronger-than-expected resilience of the US economy and various emerging markets.Inflation continued to decline as a result of the more restrictive monetary policy stance adopted by the major central banks and the decline in energy commodity prices from the

321、previous years peaks.The post-Covid global economic recovery has proved surprisingly resilient to the ongoing wars in Ukraine and Israel and the effects of high inflation.The International Monetary Funds latest estimates published in January 2024 put global economic growth in 2023 at 3.1%,slightly d

322、own from 3.5%in 2022.This forecast was revised up by 0.2%from the October 2023 estimate,reflecting not only the stronger-than-expected resilience demonstrated by the US economy and some large emerging markets,but also fiscal measures enacted in China.This level of growth nonetheless remains below th

323、e historical average(2000-19)of 3.8%,reflecting restrictive monetary policies and the withdrawal of fiscal support,as well as low underlying productivity growth.Geographically,US growth has been revised upwards,reflecting expectations of a softer landing and a more orderly disinflation process.The U

324、S economy is expected to have grown by 2.5%in 2023,up from 1.9%in the previous year,thanks in part to sturdy domestic demand and a buoyant labour market that have produced a robust expansion despite considerably tighter monetary policy.The situation in Europe is the opposite,posting a significant de

325、celeration from the previous year.After expanding 3.4%in 2022,eurozone growth in 2023 is estimated at 0.5%,penalised by the effects of high inflation and the monetary tightening required to contain it,as well as weak global demand.Almost all European countries have experienced this deceleration,and

326、some of them could end up in recession,such as Germany,whose 2023 GDP is expected to be 0.3%below that of 1.8%in 2022.Among the countries with the highest growth are Spain and France with estimated growth of 2.4%and 0.8%respectively,but still significantly down from 2022 when they grew by 5.8%and 2.

327、5%.With regard to emerging economies,the IMF forecasts show substantial stability,with growth unchanged in 2023 at 4.1%.Within this mixed group of economies,China is forecast to report a significant recovery in 2023,with growth estimated at 5.2%,up from 3.0%in the previous year.The lifting of pandem

328、ic-related containment measures and a broader recovery in consumption have offset weakness in the residential construction sector.With 5.2%growth,the Chinese economy remains the worlds second fastest growing economy after India,which is expected to have grown by+6.7%in 2023,down from+7.2%in the prev

329、ious year.Although expectations for the future are positive,there are still a number of uncertainties that could weigh on short-term growth prospects,including the escalation of geopolitical tensions in Ukraine and the Middle East and a possible slowdown in the downward path of inflation with conseq

330、uent continuation of restrictive monetary policies,involving less favourable financial conditions.-2%-1%0%1%2%3%4%5%6%7%8%20222023Change in GDP 2021-2022 by countryBrasilIndiaChinaRussiaUKJapanSpainItalyFranceGermanyArea EuroUSAWorldSource:IMF,World Economic Outlook Update,January 202448Prysmian-Int

331、egrated Annual Report 2023Financial market performancePrysmian S.p.A.was floated on the Italian Stock Exchange on 3 May 2007 and since September 2007 has been included in the FTSE MIB index,comprising the top 40 Italian companies by capitalisation and stock liquidity.The Prysmian stock has since ent

332、ered the principal world and sector indexes,including the Stoxx Europe 600 Industrial Goods&Services,made up of the largest European industrial companies by capitalisation,the Dow Jones Sustainability World index and MIB ESG,both composed of a selected basket of listed companies that demonstrate exc

333、ellent Environmental,Social and Governance(ESG)practice.The major global equity indexes turned in a positive performance in 2023,recovering most of the losses incurred in the previous year mainly caused by high inflation and the start of the war in Ukraine.Performance was particularly positive in the last months of the year,also supported by prospects that the main central banks might bring forwar

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