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Corporate Governance

06/21/2016 - 07:30 PM

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1. What are the duties of Telecom Italia’s Board of Directors?
2. What is the composition of the internal committees which support the BoD’s operations?
3. What is the External Auditors of the Telecom Italia Group?

1. What are the duties of Telecom Italia’s Board of Directors?

The Board of Directors has general powers of guidance and control over corporate activities, and over the undertaking of corporate business, pursuing the primary goal of the creation of value for shareholders.

The General Meeting of 16 April 2014 set the number of Directors at 13, with the appointment lasting for three financial years (i.e. up to the approval of the financial statements for the year closing at 31 December 2016). In accordance with the Bylaws, 6 Directors have been appointed based on the slates submitted by the shareholders: 3 were taken from the slate submitted by a group of savings management companies and international institutional investors, which obtained the highest number of votes: Lucia Calvosa, Davide Benello, Francesca Cornelli (all of them independent); another 3 were elected from the Telco S.p.A slate, which was second for number of votes: Giuseppe Recchi (independent), Marco Patuano*, Baroness Denise Kingsmill CBE (independent).

As the composition of the Board of Directors was not completed with the slate vote, the following directors, proposed by the shareholder Telco S.p.A, were elected by the majority vote of the Shareholders' Meeting: Flavio Cattaneo (independent), Giorgina Gallo (independent), Tarak Ben Ammar, Laura Cioli (independent), Giorgio Valerio (independent), Jean Paul Fitoussi, Luca Marzotto (independent).

The meeting appointed Giuseppe Recchi Chairman of the new Board of Directors. 

Telecom Italia Shareholders' Meeting held on December 15, 2015 in the ordinary session approved the proposal by the shareholder Vivendi SA to enlarge the Board of Directors of Telecom Italia from 13 to 17 members. The four new Directors, according to the list presented by the shareholder Vivendi SA, are: Arnaud Roy de Puyfontaine, Stéphane Roussel, Hervé Philippe and Félicité Herzog. The new members will remain in office for the remaining term of the existing Board.

* On March 21, 2016 the Chief Executive Officer Marco Patuano resigned; on March 30 Flavio Cattaneo, who was an indipendent member of the Board of Directors, was appointed as Chief Executive Officer, with executive powers.

The Shareholders' Meeting (May 25, 2016) approved the redetermination number of directors from 17 to 16.


2. What is the composition of the internal committees which support the BoD’s operations?

In Telecom Italia we have reorganized our committees in order to: monitor the implementation of strategies, the development of plans and results; guarantee the overall coordination of business activities and the handling of cross-group issues; reinforce the necessary operational synergies between the various departments involved in technological, business and support processes; foster the integrated development of innovation in the Group.

Besides the committees made up of managers, the following Board committees have been set up with functions defined by the Telecom Italia Principles of Corporate Governance: Control and Risk Committee, Nomination and Remuneration Committee

The BoD has appointed for the Control and Risk Committee, Directors: Lucia Calvosa, Laura Cioli, Francesca Cornelli, Giorgina Gallo, Félicité Herzog and Giorgio Valerio; for the Nomination and Remuneration Committee, Directors: Davide Benello, Luca Marzotto, Stéphane Roussel, Arnaud Roy de Puyfontaine and Giorgio Valerio.


3. What is the External Auditors of the Telecom Italia Group?

Telecom Italia’s external auditors is PricewaterhouseCoopers S.p.A.. The Shareholders’ Meeting held on April 29, 2010 has appointed PricewaterhouseCoopers S.p.A., on the basis of a reasoned proposal by the Board of Statutory Auditors, for the auditing of the separate financial statements, the consolidated financial statements, limited auditing of the half-yearly condensed consolidated financial statements, the auditing of Form 20-F and the attestation on the internal controls in accordance with Section 404 of the Sarbanes-Oxley Act, for every financial year for the period 2010-2018.

 

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