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Responsibilities, powers and independence

05/16/2018 - 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.

The Chairman was assigned those powers laid down by law, the Bylaws and corporate governance documents.

The Chief Executive Officer was assigned all the powers necessary to accomplish acts pertinent to the company's activities, except those powers reserved by law, Bylaws to the Board of Directors, with particular reference to the limits outlined at point 4.3 of the corporate governance documents currently adopted by the Company, and to the organisation on Security.

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, the Board avails itself of the investigation carried out by the Control and Risk Committee.