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Board of Directors activities - 2015

05/28/2015 - 01:01 PM

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Telecom Italia’s corporate governance system, set up in line with the traditional model, focuses on the role of strategic leadership given to the Board; on the transparency of management decisions both within the company and in relation to the market; on the efficiency and effectiveness of the internal control system; on the rigorous governance of potential conflicts of interest and on solid rules of conduct in executing transactions with related parties.

The evaluation of business is based on a continuous flow of information to non-executive Directors and Statutory Auditors, coordinated by the Chairman of the Board of Directors; this service is provided by the Secretary. This happens from time to time during the meetings and specifically, with a detailed comparison between the results obtained and the objectives of the budget, when examining financial reports and data on the progress of operations.

Below are the main issue approved by the Board of Directors at its meetings on February 19, March 19 and 26 and May 7 2015.

BoD February 19 2015

  • Approved the essential terms of the merger  by incorporation of Telecom Italia Media into Telecom Italia
  • Approved preliminary results at December 31 2014
  • Approved Telecom Italia Group 2015-2017 Strategic Plan
  • Resolved the start of the preliminary procedures for the IPO for the towers company

BoD March 19 2015

  • Approved the plan of merger  by incorporation of Telecom Italia Media into Telecom Italia
  • Approved the Telecom Italia Group consolidated Financial Statements and the separate draft Financial Statements of Telecom Italia S.p.A. at 31 December 2014
  • Resolved to call the Annual General Meeting on May 20 2015
  • Proposed distribution of dividend for savings shares of 0.0275 euros
  • Ascertained that the Board as a whole continues to meet the independence requirements
  • Launched an offering of up to euro 2,000,000,000 unsecured equity-linked bonds due March 2022

BoD March 26 2015

  • Supplemented the agenda for the Shareholders' Meeting of May 20 2015
  • Acknowledged the commitment made by Telefonica SA to waive exercise of all administrative rights concerning the Telecom Italia's ordinary shares
  • Acquired the resignation from office of Director Flavio Cattaneo from the Nomination and Remuneration Committee and replaced him with Director Luca Marzotto

BoD May 7 2015

  • Approved the Interim Report on operations as of March 31 2015