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Board of Directors activities

07/27/2016 - 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.

 

BoD 16 February 2016

  • Approved preliminary results at 31 December 2015
  • Acknowledged some estimated preliminary operating data for the whole of 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 Commettee to integrate the members actually in 5 members
  • Approved strategic plan 2016-2018

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 30 March 2016

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

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 27 April 2016

  • Approved the Report of Remuneration
  • 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 13 May 2016

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

BoD 20 June 2016

  • Acquired the resignation from office of Director Denise Kingsmill from the Nomination and Remuneration Committee
  • Appointed Giorgio Valerio as component of the Nomination on Remuneration Commettee

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 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

BoD June 26 2015

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

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 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 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 25 November 2015

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

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

Below are the main issue approved by the Board of Directors at its meetings on 16 January, 6 February, 27 February, 6 March, 18 April, 13 May, 26 June, 6 August, 26 September, 7 and 21 November and 18 December 2014.

BoD 16 January 2014

  • Examined the situation of subsidiary TI Media S.p.A., and possible initiatives for managing it
  • Updated status of the project to integrate Telecom Italia Media Broadcasting and the network operator activities of Rete A

BoD 6 February 2014

  • Appointed Aldo Minucci as Chairman of the Board of Directors
  • Approved strenght procedure for possible sale of Tim Brasil
  • Proposed the renewal of the corporate governance
  • Examined the trend of the 2013 main operating and market indicators

BoD 27 February 2014

  • Approved the text of the report to the shareholders’ meeting on the appointment of the new Board
  • Called the Shareholders’ Meeting on 16 May 2014

BoD 6 March 2014

  • Approved the Group results as of 31 December 2013
  • Approved Bond buy back operation
  • Supplemented the agenda for the shareholders’ meeting
  • Proposed the distribution of a privileged dividend to the saving shareholders

BoD 18 April 2014

  • Appointed Marco Patuano as Chief Executive Officer of the Company
  • Granted powers and responsabilities to the Chairman and Chief Executive Officer
  • Appointed the Internal Committees

BoD 13 May 2014

  • Approved the Group’s Interim Report on Operations as of 31 March 2014

BoD 26 June 2014

  • Bylaws adapted to the golden power disciplina
  • Approved the launch of the 2014-2016 Stock Options Plan
  • Accertained the role of Mr. Recchi as executive

BoD 6 August 2014

  • Approved the Group’s First Half Financial Report as of 30 June 2014
  • Appointed Francesca Cornelli as the Lead Independent Director
  • Approved regulations for the Board Committees
  • Approved new procedure for managing sensitive information

BoD 26 September 2014

  • Empowered management to change the process of the sale of Telecom Argentina to Fintech

B.o.D. 7 November 2014

  • Approved the Group’s interim Report on Operations as of 30 September 2014
  • Approved the 2015 calendar of financial events

BoD 21 November 2014

  • Empowered management to examine in depth additional strategic options in Brazil
  • Formalized interest for the acquisition of a controlling stake in Metroweb
  • Approved the sale of towers in Brazil

BoD 18 December 2014

  • Approved amendments to the procedure with related parties