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Board of Directors activities

06/05/2019 - 03:00 PM

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TIM’s corporate governance system, set up in line with the traditional model, focuses on the role of strategic leadership given to the Board; on the transparency of management decisions both within the company and in relation to the market; on the efficiency and effectiveness of the internal control system; on the rigorous governance of potential conflicts of interest and on solid rules of conduct in executing transactions with related parties.

The evaluation of business is based on a continuous flow of information to non-executive Directors and Statutory Auditors, coordinated by the Chairman of the Board of Directors; this service is provided by the Secretary. This happens from time to time during the meetings and specifically, with a detailed comparison between the results obtained and the objectives of the budget, when examining financial reports and data on the progress of operations.

 

During 2019 the Board of Directors among other things:

20 May 2019
  • approved the interim management report of TIM Group at March 31st
  • appointed Giovanni Ronca as manager in charge of preparing the Company's accounting documents with effect from next June.

TIM: THE BOARD OF DIRECTORS APPROVES THE INTERIM MANAGEMENT REPORT AT MARCH 31st, 2019

6 May 2019
  • confirmed the importance for TIM of the research activity and reiterated the intention to strengthen the activity of TIM Open Labs
  • was updated on the main open issues and on the work under way to ensure the deployment of the business plan and the achievement of the company's objectives
  • confirmed the independence of Board members Roscini and Sabelli
  • did not agree with the conclusions of the assessment made by the Board of Statutory Auditors in relation to the presumed significant influence exercised by the shareholder Elliott Capital Advisors L.P

TIM’S BOARD OF DIRECTORS MET TODAY 

14 March 2019
  • approved further documentation prepared to be submitted to the Shareholders’ meeting on March 29, 2019.

TIM: Board of Directors approves document containing observations on remarks directed at the Company 

20 and 21 February 2019
  • approved the 2019–2021 Strategic Plan
  • approved the consolidated financial statements of the TIM Group, the draft separate financial statements of TIM S.p.A. and the Consolidated Non-Financial Statement/Sustainability Report at December 31, 2018
  • supplemented the agenda of the Ordinary Shareholders' Meeting called to meet on 29 March 2019
  • updated the powers of the Chief Executive Officer including those already attributed to the Security Manager, who is the Safety Delegate pursuant to Golden Power rules
  • initiated the process of integrating into TIM the wholly owned subsidiary Noverca s.r.l. which operates under the name KENA
  • assessed the independence pursuant to the law and the Borsa Italiana Code.

TIM: BOARD OF DIRECTORS APPROVES THE GROUP’S ANNUAL FINANCIAL STATEMENTS AT 31 DECEMBER 2018 

TIM’S BOARD OF DIRECTORS APPROVED THE 2019-2021 STRATEGIC PLAN “TIMe to deliver and delever”

17 January 2019
  • was informed about the preliminary results for 2018.

TIM PRESENTS THE FY 2018 PRELIMINARY RESULTS AND 2019 PRELIMINARY BUDGET 

14 January 2019
  • called the Shareholders' Meeting to be held on March 29, 2019 following the request of  Vivendi S.A.

TIM: Shareholders' Meeting called 

During 2018 the Board of Directors among other things:

21 December 2018
  • started the analysis on the request to call a shareholders' meeting received from Vivendi S.A. and decided to meet again on 14 January 2019 to decide on the matter. 

TIM: analysis started on Vivendi’s request to call a shareholders meeting

6 December 2018
  • appointed Director Lucia Morselli member of the Control and Risk Committee (instead of Director Gubitosi)
  • approved the calendar of company events for 2019 and confirmed that also in 2019 the Group will disclose the interim reports on operations as of 31 March and 30 September.

TIM’S BoD appoints new internal Committees

18 November 2018
  • appointed Luigi Gubitosi Chief Executive Officer and General Manager, conferring him executive powers and confirming the existing new governance arrangements.

TIM: BoD appoints Luigi Gubitosi CEO

13 November 2018
  • deliberated by a majority vote to revoke with immediate effect all powers conferred to Director Amos Genish assigning the proxies provisionally to the Chairman of the Board
  • convened a new meeting to appoint a new CEO for November 18.

TIM: clarifications on the statements made by shareholder Vivendi and on consequent press reports

8 November 2018
  • approved the interim report as of 30 September 2018
  • acknowledged the progress of the Persidera S.p.A. sale process mandated to the Chief Executive Officer, with exclusive negotiations underway for the divestment of the stake in TIM’s portfolio, without prejudice to respect for the fellow shareholder’s rights, as set out in the agreements and bylaws.

TIM'S BoD approves the interim report on operations at 30 September 2018

24 September 2018
  • undertook further analysis of the opportunities to invest in assets and dismiss non-core assets following the deliberations taken on 24 July; these options will in any case be subject to further discussions and subsequent decisions
  • completed a project for an overall update of the Group’s corporate governance rules, specifically introducing a revised version of the self-discipline Principles, a new set of regulations for the Board of Directors, amendments and integrations to the Inside information and insider dealing Procedure, to the Control and Risk Committee Regulations and Nomination and Remuneration Committee Regulations
  • acknowledged the new organisational structure resulting from the abolition of the Chief Commercial Officer role and designated two key manager roles: the Director of the Chief Business & Top Clients Office (Lorenzo Forina); and the Director of the Chief Consumer & Small Enterprise Office (Stefano Azzi). The curricula of Mr Azzi (who ows 9,176 TIM shares) and Mr Forina (who does not currently own any TIM shares) are attached to this press release.

Press release TIM continues analysis of investment and divestiture opportunities

10 September 2018
  • analysed and discussed the mechanisms and processes related to the auction for the assignment of 5G frequencies, confirming the wide-ranging mandate granted to the management for the presentation of the bids and participation in the tender.

Press release TIM: 5G auction mechanisms analysed

24 July 2018
  • approved the half-year financial report at 30 June 2018
  • proceeded to make some changes to the Procedure for performing transactions with related parties, approved on 25 June last.
  • decided to appoint Director Dante Roscini as Lead Independent Director.

Press release TIM Board approves H1 2018 Financial Report

25 June 2018
  • expanded the membership of its Internal Committees, increasing the number of members from 4 to 5
  • launched a review of corporate governance documents, adopting a new version of both the procedure for transactions with related parties and the regulation of the specific Committee which was established on 16 May.

Press release TIM: Board of Directors expands membership of internal committees and acknowledges clarifications on comments about the Board made by the CEO   

16 May 2018
  • established the internal Committees (Strategic Committee, Control and Risk Committee, Remuneration and Nomination Committee) and formed a new internal committee focusing on the investigation and monitoring of interactions with related parties
  • deemed that Vivendi is no longer a party exercising direction and coordination over TIM and therefore terminated the previous direction and coordination activity
  • approved the Interim Report on Operations to 31 March 2018.

Press release TIM's Board approves Q1 2018 Financial Report   

Press release TIM: Vivendi’s Direction and Coordination ceases  

7 May 2018
  • appointed Fulvio Conti as Chairman and Amos Genish as Chief Executive Officer of the Company
  • defined the new power structure.

Press release Fulvio Conti appointed Chairman, Amos Genish Executive Officer

17 April 2018
  • with a resolution voted by majority, pubblished the addition to the information already made available to shareholders for the AGM of 24 April 2018, as requested by Consob on 13 April 2018, with reference to the request of indicating the reasons behind the resignations submitted by the board members supporting their own resignations.

Press release TIM: Information provided pursuant to article 114, paragraph 5, of Legislative Decree No. 58/1998 requested by Consob

9 April 2018
  • decided to formally dissociate from the Board of Statutory Auditors’ decision, to confirm that the request to supplement the Agenda of the Shareholders' Meeting of 24 April 2018 submitted by the Elliott funds has been superseded, and to confirm the validity of the call notice for the TIM Shareholders' meeting on 4 May 2018 in order to proceed with the full renewal of the Board of Directors.

Press release TIM - Board of Directors by a majority vote considers unlawful the decision to supplement the agenda of the shareholders' meeting of 24 April taken by the Board of Statutory Auditors

29 March 2018
  • decided to meet on 9 April 2018 to discuss potential actions to be taken following the decision by the Board of Statutory Auditors to supplement the agenda for the Shareholders' Meeting of 24 April 2018, subsequent to the request from shareholders Elliott International LP, Elliott Associates LP and The Liverpool Limited Partnership.

Press release TIM: Board of Directors to meet on 9 April

22 March 2018
  • acknowledged the resignation of the Executive Deputy Chairman Giuseppe Recchi, with immediate effect,  assigning his powers to Franco Bernabè appointed Deputy Chairman and Director with responsibilities over the Security department and those activities and assets of the Company that are important for defence and national security
  • called for a meeting of the Ordinary Shareholders to be held on 4 May 2018.

Press release Shareholders' meeting to renew the whole Board of Directors called for 4 May 2018

17 January 2018
  • acknowledged the expiry of the term sheet and that fresh negotiations will follow the regulations governing related-party transactions of greater importance.

TIM: the content offer is strategic, the creation of a JV moves forward

BoD 5 December 2017

Board of Directors met

  • to discuss the guidelines for the 2018-2020 Business Plan and approve the 2018 preliminary budget
  • to authorise to continue negotiations and finalize new agreement with Mediaset Group for the acquisition of content.

BoD 10 November 2017

  • Approved the 3Q 2017 financial reports
  • The Company informed about the appeal presented against the provision on September, 13 2017, by which Consob announced it believes that Vivendi exercises de facto control over TIM, specifying that no change of control hypothesis has been verified in accordance with the existing contractual relations in place.

BoD 20 October 2017

  • Approved the binding term sheet for the creation of a joint venture with Canal+
  • Started the review of the measure issued by the Presidency of the Council of Ministers on 28 September 2017, regarding notification pursuant to art. 2 of the “Golden Power” decree and the decree of 16 October 2017, exercising the special powers pursuant to art. 1 of this Golden Power decree.

BoD 28 September 2017

  • Amos Genish co-opted onto the board and appointed Chief Executive Officer, conferring executive powers on him
  • New governance arrangements defined
  • Approved, with a majority vote, the principle of the creation of a joint venture with Canal+
  • Updated the company procedure for performing transactions with related parties, to take account of the ruling with which Consob deemed the Company subject to de facto control by Vivendi.

BoD 19 September 2017

  • Confirmed, with a majority vote, the intention to challenge the act through which Consob declared that the Company is de facto controlled by Vivendi in the qualified court, as already announced. 

BoD 27 July 2017

  • Approved the half-year financial report at 30 June 2017
  • Granted the powers of the Chief Executive Officer to the Executive Chairman Mr. de Puyfontaine. The powers referring to the Security Department and the subsidiary Telecom Italia Sparkle have been temporarily assigned to the Deputy Chair, Giuseppe Recchi.
  • Appointed Camilla Antonini as component of the Control and Risk Committee to replace Frédéric Crépin who resigned from his office and was appointed as an additional member of the Strategic Committee

BoD 24 July 2017

  • Approved a settlement agreement regulating the termination of Mr. Cattaneo’s mandate as Chief Executive Officer
  • Started the plan for the succession of the Chief Executive Officer

BoD 7 July 2017

  • Informative update provided on the shareholding in Persidera S.p.A. and its positioning within the scope of the Group's activities, also in relation to any opportunities to value the asset

BoD 1 June 2017

  • Renewed the governance structure appointing Arnaud Roy de Puyfontaine as Executive Chairman and Giuseppe Recchi as Deputy Chairman
  • Completed the internal organisation of the Board establishing internal Committees (Strategy Committee, Control and Risk Committee, Nomination and Remuneration Committee
  • Reviewed and voluntarily extended the scope of application of the current Procedure for performing transactions with related parties

BoD 5 May 2017

  • Renewal of the Board appointed by the Shareholders’ meeting 
  • Appointed Giuseppe Recchi as Executive Chairman, Flavio Cattaneo as Chief Executive Officer and Arnaud Roy de Puyfontaine as Deputy Chairman of the Company.

BoD 3 May 2017

  • Approved Interim Report on Operations to 31 March 2017
  • Adopted a new Group Regulation
  • Amended procedure for transactions with related parties

BoD 23 March 2017

  • Approved the annual financial report at 31 December 2016
  • Called shareholders’ meeting for May, 4 2017
  • Approved the project to develop an ultrabroadband fixed network in the “white” areas
  • Approved the report on corporate governance and share ownership and the remuneration report
  • Retired the special procedure for managing all extraordinary transactions regarding TIM’s holdings in TIM Brasil group companies, or their assets

BoD 3 February 2017

  • Approved Preliminary Results at 31 December 2016
  • Approved 2017-2019 strategic plan
  • Approved the start of the process to incorporate wholly owned subsidiary Tim Real Estate S.r.l. into the Parent Company
  • Appointed Agostino Nuzzolo, General Counsel of the Company, Secretary of the Board