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Control and Risk Committee

06/21/2016 - 11:00 AM

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Composition

According with Telecom Italia Principles of Corporate Governance the Control and Risk Committee is made up of non-executive directors, of whom the majority shall be independent, including at least one elected from a slate presented by minority shareholders in accordance with the Bylaws. At least one member of this Committee shall possess adequate expertise in accounting and finance or risk management.

Currently the control and risk committee is composed of independent directors

Responsibilities

The control and risk committee, in assisting the board of directors:

  • together with the person responsible for the preparation of the company's accounting documents, after hearing the external auditors and the Board of statutory auditors, assess whether the accounting principles have been correctly applied, and, in the case of groups, their consistency for the purposes of preparing the consolidated financial statements;
  • express opinions on specific aspects relating to the identification of the main risks for the company;
  • review the periodic reports evaluating the internal control and risk management system, as well as those reports of the internal audit department that are particularly significant;
  •  monitor the independence, adequacy, efficiency and effectiveness of the internal audit department;
  • request that the internal audit department review specific operational areas, giving simultaneous notice to the chairman of the Board of Statutory Auditors;
  • report to the Board of Directors, at least every six months, on the occasion of the approval of the annual and half-year financial report, on the activity carried out, as well as on the adequacy of the internal control and risk management system.

Furthermore

  • provide high-level supervision related to corporate social responsibility, monitoring the consistency of the actions performed with the principles laid down by the Code of Ethics of the Group and the values of Telecom Italia;
  • monitor observance of the Company's corporate governance rules, the evolution of rules and best practice in the field of controls, corporate governance and corporate social responsibility, also with a view to proposing updates to the internal practices and rules of the Company and the Group;
  • perform other duties assigned to it by the Board of Directors.

The Committee shall report to the Board of Directors on its activity in the most appropriate manner, and in any case at the first possible meeting. The Committee shall appoint a Chairman from among its independent members, to coordinate the work of the Committee and speak on its behalf to the Board of Directors and its Chairman. The operational rules of the Board of Directors are applied to the Committee insofar as they are compatible.

During 2015, the Committee, among other things, oversaw the preparatory work for the updating of the Bylaws (Shareholders' Meeting of 20 May 2015) and the definition of the procedure for carrying out the impairment test on goodwill, applied when the financial statements at 31 December 2015 were drawn up; it examined in detail the risks connected with complaints of  non-compliance in a regulatory context, with particular reference to the A428 and I761 proceedings, receiving prompt and detailed reports on the improvement actions undertaken; it monitored the progress of Audit, Compliance and IT& Security Compliance activities by means of hearings with the heads of these departments, verifying with them the adequacy of the internal control and risk management system; it received reports on the implementation of the Enterprise Risk Management process; it expressed the opinions specified in the special procedure for relevant transactions with related parties, and also received reports on all the transactions registered on the system (see Paragraph 12 of the Report). Periodically, it examined the reports on the maintenance of the register of persons having access to sensitive information pursuant to art. 115-bis of the CLF. The Board of Directors was informed of all of the above as they occurred.

The Committee had access to the necessary information and corporate departments for performing its tasks. Financial resources of a predetermined amount  were not assigned for this purpose, but the Committee was able autonomously to bring in external consultants of its choice.

During 2015 the Committee held sixteen meetings (of which 14 jointly with the Board of Statutory Auditors), supported – when invited to attend – by the Executive Directors and/or by the specialist contributions of company management or consultants. The average duration of meetings was approximately 4 hours and ten minutes and the percentage attendance was 91.20%.

In 2016, the Control and Risk Committee has already met five times.

 

For further information, please contact:
Telecom Italia S.p.A.
Corso d’Italia n. 41
00198 Roma
Ph. +39.06.36881
Email: corporate.affairs@telecomitalia.it