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Control and Risk Committee

04/08/2019 - 04:00 PM

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According with Telecom Italia Principles of Corporate Governance the Control and Risk Committee is made up of non-executive directors, of whom the majority shall be independent, including at least one elected from a slate presented by minority shareholders in accordance with the Bylaws. At least one member of this Committee shall possess adequate expertise in accounting and finance or risk management.

Currently the control and risk committee is composed of independent directors

Responsibilities

Without prejudice to the duties attributed by the Borsa Code and the internal corporate rules, the Committee:

  • exercises a supervisory function in the field of sustainability in the performance of business activities; 
  • monitors observance of the Company's corporate governance rules, the evolution of rules and best practice in the field of controls, corporate governance and corporate social responsibility, also with a view to proposing updates to the internal practices and rules of the Company and the Group; 
  • prepares the financial and non-financial communication for the period, in view of its examination by the Board of Directors; 
  • performs other duties assigned to it by the Board of Directors.

The Committee shall report to the Board of Directors on its activity in the most appropriate manner, and in any case at the first possible meeting.

The Committee shall appoint a Chairman from among its independent members, to coordinate the work of the Committee and speak on its behalf to the Board of Directors and its Chairman. The operational rules of the Board of Directors are applied to the Committee insofar as they are compatible.

In 2018 the Committee, inter alia: expressed its opinion on governance issues (including the establishment of the Related-Party Committee, the new version of the Insider Information and Insider Dealing Procedure and the updating of the Corporate Governance Principles); verified the status of the management and coordination of the shareholder Vivendi; oversaw the impairment test on the carrying amount of goodwill; discussed the PricewaterhouseCoopers audit plan and the related emphasis of matter; prepared the Enterprise Risk Management issues, supporting the Board of Directors in defining the risk appetite statement and monitoring the progress of risk tolerance indicators over time; expressed, until the establishment of the specific committee, the opinions envisaged by the previous version of the related party transaction procedure; expressed its opinion on the planning of control functions’ activities, monitoring their progress and requesting specific actions - when deemed necessary; analyzed the reports of the control functions, obtaining the assessment on the internal control and risk management system, which it shared and adopted; participated in the definition of the materiality matrix for the purposes of non-financial reporting (sustainability report). 

In FY 2018 the Committee defined the planning of its activities for the execution of the tasks assigned to it; 21 meetings were held (of which 13 after the renewal of the Board of Directors) with an average length of 3.5 hour, with an overall attendance rate of 95%. 

Telecom Italia Shareholders' Meeting held on May 4, 2017 appointed the Board of Directors which established on May 16, 2018 the internal committees.  

 

For further information, please contact:
Telecom Italia S.p.A.
Corso d’Italia n. 41
00198 Roma
Ph. +39.06.36881
Email: corporate.affairs@telecomitalia.it