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Control and Risk Committee

06/26/2018 - 10:00 AM

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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

Without prejudice to the duties attributed by the Borsa Code and the internal corporate rules, the Committee:

  • provides 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;
  • monitors 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;
  • performs 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 2017 the Committee also: investigated a series of issues linked to financial disclosure; discussed the plan for PricewaterhouseCoopers’ audit of the 2017 financial statements; expressed its opinion on governance issues (including the Group Regulations and the new Procedure containing guidelines for assigning tasks to the independent auditor); investigated Enterprise Risk Management issues, supporting the Board of Directors in defining the risk appetite statement and monitoring the development over time of the risk tolerance indicators; it expressed the opinions it is called upon to make in the procedure on related party transactions of greater importance; it analysed the reports of the control departments, acquiring their assessment of the internal control and risk management system, which it adopted and endorsed; it expressed its opinion on the planning of the activities of the control departments, monitoring progress and asking for specific interventions where necessary. The Board of Directors and management were 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 2017 the Committee held fourteen meetings (of which 7 jointly with the Board of Statutory Auditors), supported, from time to time - upon invitation - by the Executive Directors and/or by the specialist contributions of company management or consultants. The average duration of meetings was approximately 3 hours and thirty-five minutes and the percentage attendance was 93.60%.

Telecom Italia Shareholders' Meeting held on May 4, 2017 appointed the Board of Directors which established on May 16, 2018 the internal committees.  

 

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