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Board of Directors activities

05/11/2018 - 11:00 AM

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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 7 May 2018

The Board of Directors

  • appointed Fulvio Conti as Chairman and Amos Genish as Chief Executive Officer of the Company
  • defined the new power structure.

BoD 17 April 2018

  • With a resolution voted by majority by the Board of Directors, TIM publishes the addition to the information already made available to shareholders for the AGM of 24 April 2018, as requested by Consob on 13 April 2018, with reference to the request of indicating the reasons behind the resignations submitted by the board members supporting their own resignations.

BoD 9 April 2018

  • The Board of Directors has decided to formally dissociate from the Board of Statutory Auditors’ decision, to confirm that the request to supplement the Agenda of the Shareholders' Meeting of 24 April 2018 submitted by the Elliott funds has been superseded, and to confirm the validity of the call notice for the TIM Shareholders' meeting on 4 May 2018 in order to proceed with the full renewal of the Board of Directors.

BoD 29 March 2018

  • The Board of Directors will meet on 9 April 2018 to discuss potential actions to be taken following the decision by the Board of Statutory Auditors to supplement the agenda for the Shareholders' Meeting of 24 April 2018, subsequent to the request from shareholders Elliott International LP, Elliott Associates LP and The Liverpool Limited Partnership.

BoD 22 March 2018

The Board of Directors

  • acknowledged the resignation of the Executive Deputy Chairman Giuseppe Recchi, with immediate effect,  assigning his powers to Franco Bernabè appointed Deputy Chairman and Director with responsibilities over the Security department and those activities and assets of the Company that are important for defence and national security
  • called for a meeting of the Ordinary Shareholders to be held on 4 May 2018.

BoD 17 January 2018

  • The Board has acknowledged the expiry of the term sheet and that fresh negotiations will follow the regulations governing related-party transactions of greater importance.

BoD 5 December 2017

Board of Directors met

  • to discuss the guidelines for the 2018-2020 Business Plan and approve the 2018 preliminary budget
  • to authorise to continue negotiations and finalize new agreement with Mediaset Group for the acquisition of content.

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