Telecom Italia: all powers assigned to CEO Marco Patuano

10/03/2013 - 08:40 PM

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Minucci to chair the Board Meeting. Process started to designate the new Chairman

The Board of Directors of Telecom Italia, chaired by its Deputy Chairman, Aldo Minucci, after the resignation of Franco Bernabè in agreement with the Board, has started the process to designate the new Chairman of the Company. In the meantime, as set out in the Company's Succession Plan (2012 Corporate governance and share ownership report available on www.telecomitalia.com), the powers and organizational responsibilities previously assigned to Mr Bernabè have been temporarily attributed to the Managing Director and Chief Executive Officer, Marco Patuano, while the Deputy Chairman is acting as chairman of the Board and legal representative of Telecom Italia, in a temporary capacity.

The Board of Directors has also approved the severance package awarded to Mr. Bernabè. In accordance with the applicable provisions settled at the time (2012 Remuneration Report, available on www.telecomitalia.com), he will receive the compensation he would have been entitled to until the natural end of his mandate (fixed salary, variable salary, benefits and other compensation to balance the fiscal charges applicable to taxed benefits), which will cost the Company a total of approximately 3.7 million euros. The Board of Directors, in line with the possibility provided for in the existing contract, also resolved to enter into a non-competition agreement for 12 months, which will cost the Company approximately 2.9 million euros.

Regarding the replacement of Mr. Catania (who ceased to hold office on 13 September last), the Board has coopted Professor Angelo Provasoli (whose curriculum vitae is annexed to this release), as recommended by the Nomination and Remuneration Committee. He qualifies as an independent director, since he meets the requirements set out in the Corporate Governance Code of Borsa Italiana, to which Telecom Italia adheres.

Regarding the replacement of Mr. Catania as Chairman of the Control and Risk Committee and Chairman of the Nomination and Remuneration Committee, the Board has appointed director Jean Paul Fitoussi as Chairman of the latter and he will also act in a temporary capacity as chairman of the Control and Risk Committee.

Finally, the Board of Directors approved a new version of the Group's Code of Ethics and Conduct (being published on the Company's website www.telecomitalia.com). The new Code is organised into four sections:

  • General Principles, highlighting the role of the Code of Ethics as the foundation of the organisational model and internal control and risk management system of the Group;
  • Values, which identifies and focuses the principal values of the Group (Ethics and Compliance, Service Excellence, Competition, Communication, Community, Human Resources, Health & Safety);
  • Behaviours, setting out the conducts required from the addressees of the code (including the corporate bodies, the management, employees of all Group companies and external collaborators, as well as third parties doing business with the Group, where required by the company procedural system);
  • Reporting, setting out the ways in which any irregularities or negligence in compliance with the obligations are to be reported.

Milan, 03 October 2013