Telecom Italia: Meeting of the new Board of Directors

04/15/2008 - 00:00 AM

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Meeting of the New Board of Directors of Telecom Italia

GABRIELE GALATERI AND FRANCO BERNABÈ confirmed as chairman and CHIEF EXECUTIVE OFFICER INTERNAL COMMITTEES RENEWED

The Board of Directors of Telecom Italia met today, April 15, 2008, after the renewal decided by the general shareholders meeting.

The Board of Directors reconfirmed the existing appointments of Gabriele Galateri di Genola and Franco Bernabé as Chairman and Chief Executive Officer, respectively, with their existing attributions and responsibilities.

In addition to the legal representation of the Company, the Chairman shall thus have the following attributions:
- supervising the elaboration of strategic, industrial and financial plans, as well as their execution and development;
- supervision of the definition of organizational structures;
- supervision of the economic and financial performance;
- responsibility for monitoring the process of examining and defining the internal control guidelines;

The Chairman shall also be responsible for organizing the coordination of the General Counsel and Corporate and Legal Affairs and Public Affairs functions, as well as of Telecom Italia Audit and Compliance Services S.c.a r.l.

In addition to the legal representation of the Company, the CEO shall be responsible for the overall governance of the Company and Group, and in particular:
- for defining, proposing to the Board of Directors, and hence implementing and developing strategic, industrial and financial plans;
- for the definition of organizational structures;
- for all of the organizational responsibilities for guaranteeing the management and development of the business, through the coordination of the organizational links not attributed to the Chairman.

The Board of Directors then made some amendments to the Company’s Corporate Governance Code (in the process of publication in the new version on the website http://www.telecomitalia.it/), with particular reference to the coordination of the internal committees.

The Strategy Committee has been replaced by an Executive Committee, with the task of following the evolution of the management of the Company and of the Group, approving the organizational macrostructures of the Company and expressing an opinion to the Board on the budget and strategic, industrial and financial plans of the Company and the Group.

Further, the Board of Directors took stock of the confirmation of the commitment taken by board members Alierta and Linares with regard to matters concerning the Brazilian telecommunications market or markets with situations similar to those existing in Brazil. Therefore, these board members will not participate in either discussions or votes in the Executive Committee (as well as the Board of Directors), when proposals or matters regarding the activities of Telecom Italia or its subsidiaries in the Brazilian and Argentine telecommunications markets are examined.

The Remuneration Committee becomes the Appointment and Remuneration Committee, adding to its existing attributions that of proposing candidates for the Board of Directors in the event of replacement of an independent board member.

With regard to the composition, while the Executive Committee consists of the Executive Directors (Chairman and CEO) and of non-executive directors, with the Chairman of the Committee being the Chairman of the Board of Directors, the remaining committees are composed of a non-executive and mainly independent directors, among which at least one Board Member is drawn from a minority list.

Further modifications to the Corporate Governance Code are aimed at coordinating the document (which was last updated in March 2007) with the most recently adopted corporate governance solutions. In particular, in the new Corporate Governance Code:

- operations are identified which have a notable impact on the business of the Company and the Group and are subject to prior approval by the Board of Directors (criteria adopted in November 2007); 
- express reference is introduced to the regulations governing the position of the manager in charge of Telecom Italia S.p.A. financial reporting (regulation approved in November 2007); 
- provisions for transactions with related parties shall be adapted to the new relevant rules of conduct (approved in March and in the process of operational implementation).

The Board of Directors in conclusion undertook to establish three Committees, respectively inviting the following to form part of these:

- of the Executive Committee: Board members Gabriele Galateri - Chairman, Franco Bernabè - CEO, Roland Berger (independent), Julio Linares, Gaetano Micciché, Aldo Minucci, Gianni Mion, Renato Pagliaro;
- of the Internal Control and Corporate Governance Committee: Board Members Paolo Baratta (independent taken from minority list), Elio Cosimo Catania (independent ), Jean Paul Fitoussi (independent), Aldo Minucci;
- of the Appointment and Remuneration Committee: Board Members Elio Cosimo Catania (independent), Berardino Libonati, Luigi Zingales (independent taken from the minority list).

* * *

The Board of Directors likewise verified the qualifications of its members (15 of them, of whom 5 meet the independence requirements established by the Finance Consolidation Law (TUF) and by the Corporate Governance Code of Borsa Italiana S.p.A.: Paolo Baratta, Roland Berger, Elio Cosimo Catania, Jean Paul Fitoussi, Luigi Zingales) and the compatibility of the positions held by the same parties outside the Company with holding office as a director of Telecom Italia. 
 

Milan, 15 April 2008