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Responsibilities, powers and independence

10/02/2017 - 01:00 PM

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

The role of the Board of Directors is to provide strategic supervision and direction, pursuing the primary objective of creating value for the shareholders, with a medium-long term perspective, also taking the legitimate interests of the remaining stakeholders into account.

In carrying out the tasks attributed to it by applicable rules, the Company Bylaws and the Borsa Italiana Code[1], the Board of Directors shall, in particular, have overall responsibility for the internal control and risk management system, including the definition of the nature and level of risk consistent with the specific strategic objectives of the business.

The following are examples of matters considered to have a major impact on the business of the Company and the Group, and as such are subject to approval by the Board:

  • agreements with competitors that, owing to the subject, the commitments, the conditionings and the limits that might derive from them, have a lasting influence on the freedom of strategic business choices (e.g. partnerships, joint ventures, etc.);
  • investments and disinvestments exceeding 250 million euros, and in any event purchases or sales of shareholdings, or businesses or business units that are of strategic significance in the overall framework of the business; transactions that, in their execution or upon their completion, can create commitments and/or purchases and/or sales of this nature and scale;
  • the acceptance of loans for amounts exceeding 500 euros million and the granting of loans and guarantees in favour of non-subsidiary companies for amounts exceeding euro 250 million; transactions that, in their execution or upon their completion, can create commitments and/or purchase or sales of this nature and scale;
  • the above transactions, to be performed by unlisted subsidiaries of the Group, excluding those controlled by listed subsidiaries;
  • the listing and delisting of financial instruments issued by the Company or Group companies in regulated markets inside or outside Europe;
  • instructions to be given to listed subsidiaries (and their subsidiaries), when Group Parent Telecom Italia exercises its managing and coordinating activity for the performance of transactions with the characteristics indicated above.

In addition to his responsibilities as set out in the law and the Company Bylaws, the powers granted to the Executive Chairman include:

  • the identification of the guidelines for the development of the Group, in agreement with the Chief Executive Officer, and the supervision of the development and delivery of its strategic, industrial and financial plans;
  • the supervision of the definition of its organisational arrangements, economic and financial operations, and the process of defining the guidelines of the internal control and risk management system;
  • the organisational responsibility of Legal Affairs, Institutional Communication, Public Affairs, as well as the governance of Fondazione TIM;
  • representation of the Company and the Group in its external relations with public authorities, institutions and investors.

Executive Deputy Chairman Giuseppe Recchi will have deputy functions, as well as organisational responsibility for the Security Department, responsible, among other things, for overseeing all activities and assets that are relevant for security and national defence purposes inside TIM and the other Italian companies in the Group (in particular: TI Sparkle S.p.A. and Telsy S.p.A.).

In addition to the legal representation of the company, pursuant to the Bylaws, the Chief Executive Officer essentially has:

  • all the powers necessary to accomplish acts pertinent to the activity of the company, excepting those powers reserved to the Board of Directors and those delegated to the Executive Chairman and the Deputy Executive Chairman;
  • responsibility for the overall governance of the Company and the Group, and hence responsibility for defining the strategic and financial plans, proposing them to the Board of Directors, and then implementing and developing them,
  • responsibility for defining the policies and all organisational responsibilities to guarantee the management and development of the business in Italy and in South America.

The general performance is assessed from time to time in the various meetings and specifically when examining financial reports and data on the progress of operations, with detailed comparison of the results obtained and the budget targets.

The Board of Directors assesses the adequacy of the organisational, administrative and general accounting structure of the business, based on the information supplied by the management, which include continuous information on the changes in the company organisation chart, down to the second level of hierarchical reporting to the Executive Directors, and in any case when developing the strategic plan, identifying the strategic management of the business. Regarding the internal control and risk management system (and the replacement of the management heading the control departments that report directly to it) the Board avails itself of the investigation carried out by the Control and Risk Committee.