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Board of Directors activities

11/16/2017 - 01:01 PM

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TIM’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.

 

BoD 10 November 2017

  • Approved the 3Q 2017 financial reports
  • The Company informed about the appeal presented against the provision on September, 13 2017, by which Consob announced it believes that Vivendi exercises de facto control over TIM, specifying that no change of control hypothesis has been verified in accordance with the existing contractual relations in place.

BoD 20 October 2017

  • Approved the binding term sheet for the creation of a joint venture with Canal+
  • Started the review of the measure issued by the Presidency of the Council of Ministers on 28 September 2017, regarding notification pursuant to art. 2 of the “Golden Power” decree and the decree of 16 October 2017, exercising the special powers pursuant to art. 1 of this Golden Power decree.

BoD 28 September 2017

  • Amos Genish co-opted onto the board and appointed Chief Executive Officer, conferring executive powers on him
  • New governance arrangements defined
  • Approved, with a majority vote, the principle of the creation of a joint venture with Canal+
  • Updated the company procedure for performing transactions with related parties, to take account of the ruling with which Consob deemed the Company subject to de facto control by Vivendi.

BoD 19 September 2017

  • Confirmed, with a majority vote, the intention to challenge the act through which Consob declared that the Company is de facto controlled by Vivendi in the qualified court, as already announced. 

BoD 27 July 2017

  • Approved the half-year financial report at 30 June 2017
  • Granted the powers of the Chief Executive Officer to the Executive Chairman Mr. de Puyfontaine. The powers referring to the Security Department and the subsidiary Telecom Italia Sparkle have been temporarily assigned to the Deputy Chair, Giuseppe Recchi.
  • Appointed Camilla Antonini as component of the Control and Risk Committee to replace Frédéric Crépin who resigned from his office and was appointed as an additional member of the Strategic Committee

BoD 24 July 2017

  • Approved a settlement agreement regulating the termination of Mr. Cattaneo’s mandate as Chief Executive Officer
  • Started the plan for the succession of the Chief Executive Officer

BoD 7 July 2017

  • Informative update provided on the shareholding in Persidera S.p.A. and its positioning within the scope of the Group's activities, also in relation to any opportunities to value the asset

BoD 1 June 2017

  • Renewed the governance structure appointing Arnaud Roy de Puyfontaine as Executive Chairman and Giuseppe Recchi as Deputy Chairman
  • Completed the internal organisation of the Board establishing internal Committees (Strategy Committee, Control and Risk Committee, Nomination and Remuneration Committee
  • Reviewed and voluntarily extended the scope of application of the current Procedure for performing transactions with related parties

BoD 5 May 2017

  • Renewal of the Board appointed by the Shareholders’ meeting 
  • Appointed Giuseppe Recchi as Executive Chairman, Flavio Cattaneo as Chief Executive Officer and Arnaud Roy de Puyfontaine as Deputy Chairman of the Company.

BoD 3 May 2017

  • Approved Interim Report on Operations to 31 March 2017
  • Adopted a new Group Regulation
  • Amended procedure for transactions with related parties

BoD 23 March 2017

  • Approved the annual financial report at 31 December 2016
  • Called shareholders’ meeting for May, 4 2017
  • Approved the project to develop an ultrabroadband fixed network in the “white” areas
  • Approved the report on corporate governance and share ownership and the remuneration report
  • Retired the special procedure for managing all extraordinary transactions regarding TIM’s holdings in TIM Brasil group companies, or their assets

BoD 3 February 2017

  • Approved Preliminary Results at 31 December 2016
  • Approved 2017-2019 strategic plan
  • Approved the start of the process to incorporate wholly owned subsidiary Tim Real Estate S.r.l. into the Parent Company
  • Appointed Agostino Nuzzolo, General Counsel of the Company, Secretary of the Board

BoD 16 December 2016

  • Resolved to accelerate the quadruple play strategy by entering into production of premium content for ultra-broadband and to spin-off the activities of TIMvision
  • Confirmed the financial calendar reporting dates for the financial year 2017, in keeping with the information content and terms of publication with respect to the regulations in force
  • Approved to start the process to incorporate wholly owned subsidiary Olivetti Multiservices S.p.A. into the Parent Company

BoD 4 November 2016

  • Approved Interim Report on operations to 30 September 2016

BoD 26 July 2016

  • Approved Half-Year Financial Report at 30 June 2016
  • Approved strategic partnership with Fastweb to develop the fibre (FTTH) network in 29 towns and cities
  • Risolved to create a Strategy Committee
  • Appointed the Lead Independent Director for the current year, selecting Davide Benello to succeed the outgoing Lead Independent Director, Giorgio Valerio

BoD 20 June 2016

  • Appointed Giorgio Valerio as component of the Nomination and Remuneration Commettee to replace the resigning member Denise Patricia Kingsmill

BoD 13 May 2016

  • Approved report on operations as of 31 March 2016
  • Examined the update to the 2016-2018 Plan

BoD 27 April 2016

  • Approved the Remuneration Report
  • Approved partial amendment to the financial calendar 2016 and confirmed its intention of ensuring, on a voluntary basis and whilst awaiting legislative clarification, the continuity and regular supply of information to the market
  • Appointed Arnaud de Puyfontaine Deputy Chairman of the Company.

BoD 12 April 2016

  • Resolved to supplement the agenda for the Shareholders’ Meeting on May, 25 2016 to invest the Shareholders' Meeting with the resolutions to reduce the number of directors from 17 to 16 and
    to approve the payment of an extraordinary remuneration measure (Special Award) for the Chief Executive Officer and Key Managers

BoD 30 March 2016

  • Appointed Flavio Cattaneo as Chief Executive Officer
  • Granted powers and responsibilities to the Chairman and Chief Executive Officer

BoD 17 March 2016

  • Approved the annual financial report at 31 December 2015
  • Proposed distribution of dividend for saving shares
  • Called shareholders’ meeting for May, 25 2016
  • Appointed the Management to examine and best negotiate the offers for the share in Inwit
  • Ascertained that the Board as a whole continues to meet the legal independence requirements
  • Approved a series of changes to the Company’s Corporate Governance Principles and to the Procedure for managing transactions with related parties

BoD 16 February 2016

  • Approved preliminary results at 31 December 2015
  • Resolved with respect to the Control Risk Commettee to increase the composition from 5 to 6 members and with respect to the Nomination and Remuneration composition from 4 to 5 members
  • Approved strategic plan 2016-2018

BoD 16 December 2015

  • Ascertained eligibility requirements of the new members of the Group’s Board of Directors
  • Started the analysis with reference to the General Meeting not having approved the proposal to authorize the newly appointed Directors to continue the activities indicated in their respective curricula vitae releasing them from the non-competition obligation
  • Examined the 2016-2018 Business Plan, which is expected to be finalized in February 2016, with the subsequent disclosure of the guidance objectives to the financial community
  • Approved financial calendar 2016

BoD 25 November 2015

  • Supplemented the agenda for the Shareholders’ Meeting of December, 15 2015

BoD 5 November 2015

  • Resolved to submit for approval to Company’s shareholders’ meeting  a proposal for voluntary and mandatory conversion of the Company’s saving shares into ordinary shares
  • Approved the interim report on operations as of September, 30 2015
  • Approved the plan to strengthen equality of access to the fixed network infrastructure for all operators
  • Signed agreement between Telecom Italia S.p.A. and the Fistel-Cisl, Uilcom and UGL trade unions: solidarity contracts and voluntary early retirements Agreement
  • Resolved the implementation of the merger by incorporation of the wholly owned subsidiaries Emsa Servizi S.p.A. being wound up and OFI Consulting S.r.l. and the cross-border merger by incorporation of the wholly owned subsidiary Telecom Italia Deutschland Holding GmbH

BoD 16 October 2015

  • Examined the proposal recently received from FSI/F2i on Metroweb regarding the advisability of sharing a plan to invest in FTTH networks

BoD 25 September 2015

  • Confirmed the strategic nature of South America
  • Appointed the CEO Marco Patuano to explore potential opportunities to enhance the subsidiary Inwit S.p.A..
  • Signed deed of merger by incorporation Telecom Italia Media in  Telecom Italia S.p.A.

BoD June 26 2015

  • Assigned the role of Lead Independent Director for the current year to Director Giorgio Valerio

BoD May 7 2015

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

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 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 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