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Corporate Governance

10/11/2017 - 00:00 PM

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1. What are the duties of Telecom Italia’s Board of Directors? How many people is it composed of?
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? How many people is it composed of?

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.

On May 4, 2017 TIM Shareholders' Meeting met to appoint the Board of Directors, approving the proposals presented by the shareholder Vivendi and establishing the number of Directors at 15, the duration of their term of office at three financial years (until the approval of the financial statements as of 31 December 2019), the total annual compensation of the board at 2,200,000 euros, to be distributed among its members in compliance with the resolutions approved by the Board itself.

As provided by the Company’s bylaws, having the slate presented by Vivendi obtained the highest number of votes, based on the slate voting system, the following 10 Directors were appointed: Arnaud Roy de Puyfontaine, Hervé Philippe, Frédéric Crepin, Giuseppe Recchi, Flavio Cattaneo*, Félicité Herzog (independent), Franco Bernabè (independent), Marella Moretti (independent), Camilla Antonini (independent), Anna Jones (independent).

The remaining 5 Directors (all independent) were appointed from the slate presented by a group of asset management companies and international investors, as follows: Lucia Calvosa, Francesca Cornelli, Dario Frigerio, Danilo Vivarelli, Ferruccio Borsani.

TIM Shareholders' Meeting Press Release (May 4) available here.

 

On June 1, 2017, the TIM Board of Directors, has renewed the governance structure and completed its internal organisation. Having acknowledged the clearance issued by the European Commission on 30 May 2017 for the Vivendi-TIM concentration, the Board of Directors has appointed by majority Arnaud Roy de Puyfontaine as Executive Chairman and Giuseppe Recchi as Deputy Chairman.

On September 28th the Board of Directors of TIM unanimously proceeded to co-opt Amos Genish onto the board, and to appoint him Chief Executive Officer, conferring executive powers on him.

Executive Deputy Chairman Giuseppe Recchi will have deputy functions, as well as organizational responsibility for the Security Department, responsible, among other things, for overseeing all activities and assets that are relevant for security and national defence purposes inside TIM and the other Italian companies in the Group (in particular: TI Sparkle S.p.A. and Telsy S.p.A.). Giuseppe Recchi was also appointed Chairman of the Strategic Committee.

TIM Board of Directors’Meeting press release (28th September) available here

* With effect from July 28 (press release), Flavio Cattaneo resigned from the office of Chief Executive Officer and from the Board of Directors. Consequently his powers are temporarily granted to the Executive Chairman Mr. de Puyfontaine.

 


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: Strategy Commitee, Control and Risk Committee, Nomination and Remuneration Committee.

On June 27, the Board of Directors acknowledged Director Crépin (non-independent Director) resigned from his office of member of the Control and Risk Committee, and replaced him with Director Camilla Antonini (independent Director). Mr Crépin was appointed as an additional member of the Strategic Committee.

The composition of the Committees has been defined as follows:

  • Strategy Committee – Chair of the Board of Directors, Directors Franco Bernabè, Frédéric Crépin, Dario Frigerio and Giuseppe Recchi;
  • Control and Risk Committee – Directors Camilla Antonini, Lucia Calvosa (appointed chair of the CRC in the meeting held on 22 June 2017), Francesca Cornelli, Félicité Herzog and Marella Moretti;
  • Nomination and Remuneration Committee – Directors Anna Jones (appointed chiar of the NRC in the meeting held on 15 June 2017), Ferruccio Borsani, Frédéric Crépin, Hervé Philippe and Danilo Vivarelli.

Moreover, the Board of Directors met on June 1, 2017 has appointed Director Franco Bernabè as Lead Independent Director for the financial year 2017.


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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