Telecom Italia approves “One Company Model” to manage the integration of the fixed and Mobile Platforms

10/05/2005 - 00:00 PM

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Carlo Buora and Riccardo Ruggiero Chief Executive Officers

Ruggiero responsible for the management of business development

Growth and profitability targets confirmed

Marco De Benedetti leaves operational posts and assumes role of consultant to the Chairman

Changes in the demand for telecommunications services, increased competitive pressure and technological breakthroughs are progressively erasing the traditional distinctions between fixed and mobile business areas.

The Telecom Italia Group has long seen a strategy of convergence as the means of developing a competitive advantage which is sustainable in the long term and of confirming its targets of growth and profitability.

The Group, driven by the unified management of network infrastructures, systems and computer applications, will develop integrated offers and deliver efficiency gains. Furthermore, the sharing of points of excellence already within the Group and the unified government of marketing and commercial policies will lead to improved competitive positions in the fixed and mobile businesses. At the same time, the rationalization of costs/investments will create the conditions for an increase in the activities of Research and Development and innovation, putting the potentialities of new technologies at the disposal of the country.

Based on analyses provided by the working groups managing the integration, the Board of Directors of Telecom Italia today decided to accelerate the process launched in December, approving a totally integrated business model in the conviction that this will ensure the best possible service to customers, in accordance with prevailing regulations.

The resulting “One Company” organizational model supersedes the separate Wireline and Mobile business units with the responsibilities for the development of the fixed telephony, mobile telephony and internet services businesses converging into a single organizational unit. The unified management of the business, as well as the unified management of the corporate structure, will take effect immediately.

In the new framework, responsibilities will be divided as follows.


 

• The Chief Executive Officer, Riccardo Ruggiero, will be responsible for Operations with the aim of guaranteeing the management and development of the business.

• The Chief Executive Officer, Carlo Buora, will be responsible for the activities of direction and control connected with the business, as well as the overall government of cross-over business activities.

• The Chairman, Marco Tronchetti Provera, will coordinate the activities of the chief executive officers as well as defining, together with them, strategies regarding the Group’s general direction and development policies. He will have direct responsibility for institutional affairs, communication and image, and investor relations.


 

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The Board of Directors of Telecom Italia accepted the resignation of the company’s Chief Executive Officer, Marco De Benedetti, from all operational activities in the Group. However, Mr. De Benedetti, given his broad and widely acknowledged competence in the telecommunications sector, will continue to contribute as a consultant to the Chairman.


 

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The Board of Directors, availing itself of the power attributed to it in the company bylaws in accordance with the law, has also:


 

• Concluded the approval process (begun on 8 September 2005) for the merger through incorporation into Telecom Italia of the 100%-controlled subsidiaries Telecom Italia Data Centre S.r.l., ISM S.r.l. and Finanziaria Web S.p.A. These operations should be finalized by the end of the year.
• Updated article 19 (regarding shareholder meetings) and article 22 (golden share powers) of the company bylaws to include recent legislative changes.


 

In particular, following Consob’s Regolamento Mercati and in line with the spirit of the company’s own bylaws, which aim to facilitate shareholder participation in company events, reducing costs and requirements, participating in shareholder meetings will require only communication through an intermediary without the need to produce certificates.
 
With regard to the government’s special powers, known as the Golden Share, its scope – in line with a special decree of the Treasury Ministry – has been updated in accordance with Law 350 of 24 December 2003.

Milan, 5 October 2005