Menu

Responsibilities, powers and independence

03/20/2016 - 01:00 PM

- + Text size
Print

  The Board of Directors has an active role both in the strategic guidance of the Company and in management control.

Our Board of Directors has general powers of guidance and control over the activity of the Company and on the running of the business. It manages the enterprise, pursuing the prime aim of creating value for the shareholders, taking into account the continuity of the Company over time, and takes the decisions that are necessary to achieve the Company’s goals.

The Board as a whole is entrusted with providing strategic guidance and is responsible for direct intervention in the most important decisions affecting the activity of Telecom Italia and the Group. Among other things, the Board has the following functions:

  • examining and approving strategic, business and financial plans and the budget
  • examining and approving strategic transactions
  • verifying the adequacy of the organizational and administrative structure, with special reference to the internal control system
  • drawing up and adopting the Company’s corporate governance rules and establishing Group corporate governance guidelines
  • specifying the limits to delegated powers, the manner of exercising them and the frequency with which bodies with such powers must report on the activity performed in exercising them
  • nominating the Chairman and Chief Executive Officer of strategic subsidiaries
  • assessing the overall performance of operations and periodically comparing the results achieved with those planned.

The powers granted to the Executive Chairman Giuseppe Recchi are:

  • the definition of Group development guidelines, in coordination with the CEO; a role of guidance and overview in the development and implementation of the Company and Group strategic, industrial and financial plans; the supervision of the definition of their organisational structures and economic and financial progress, as well as the supervision of Security issues and of Telecom Italia Sparkle;
  • representing the Company and the Group in its external relations with the Authorities, Italian and International institutions and Investors:
  • responsibility for the organization of the Brand Strategy & Media, Institutional Communication, Legal Affairs, Public Affairs, and Corporate Shared Value departments.

The Chief Executive Officer has been assigned:

responsibility for the overall management of the Company and the Group, including responsibility for defining, proposing to the Board of Directors and then implementing and developing the strategic, industrial and financial plans and all the organisational responsibilities to ensure the management and development of business in Italy and South America.

The assessment of operational results is based on a constant flow of information to the non-executive directors and the statutory auditors, coordinated by the Chairman of the Board of Directors. This assessment is made during the Board’s examination of the various financial reports by means of a detailed comparison of the results achieved and the objectives set in the budget.

The Board of Directors also assesses the adequacy of the organizational, administrative and accounting structure of the Company. In this regard the Board avails itself of:

  • information provided by the management
  • reports by Control and Risk Committee
  • the person responsible for internal control, chosen from within the Audit Function
  • with specific reference to internal controls in relation to financial reporting, the manager responsible for preparing the Company’s financial reports.